Getty Images Agrees to Be Acquired by Hellman & Friedman in a Transaction Valued at $2.4 Billion
25 Febrero 2008 - 7:00AM
Business Wire
Getty Images Inc. (NYSE:GYI), the world�s leading creator and
distributor of visual content and other digital media, announced
today that it has entered into a definitive merger agreement to be
acquired by affiliates of the private equity firm Hellman &
Friedman LLC in a transaction valued at approximately $2.4 billion,
including the assumption of existing debt. Under the terms of the
agreement, Getty Images stockholders will receive $34.00 in cash
for each outstanding share of common stock they own. This price
represents a premium of approximately 55 percent over the closing
price on January 18, 2008, the last trading day before the Company
announced that it was exploring strategic alternatives. The Board
of Directors of Getty Images has approved the merger agreement and
resolved to recommend that Getty Images� stockholders approve the
transaction. Completion of the transaction is subject to
shareholder approval and other customary closing conditions. The
transaction is not subject to a financing condition and is expected
to close in the second quarter of 2008. �Our Board of Directors has
thoroughly evaluated strategic alternatives for Getty Images and
has determined that this outcome is in the best interests of our
stockholders as it provides them with superior and certain value.
Furthermore, Hellman & Friedman brings specific industry
expertise and support for the vision of the Company�s management
team that will benefit our employees, customers and partners,� said
Jonathan Klein, co-founder and chief executive officer of Getty
Images. �Just over a decade ago we started Getty Images with little
more than a vision and have achieved industry leadership due to the
extraordinary talent, effort and commitment of our employees and
partners. We are enthusiastic about entering the next phase of
Getty Images� evolution by partnering with Hellman & Friedman
as we continue to provide innovative offerings to businesses and
consumers in a very dynamic digital media environment.� Andy
Ballard, managing director of Hellman & Friedman, said, �Getty
Images is the leader and pioneer in the visual content and digital
media business. We believe in the vision and execution capabilities
of Jonathan Klein and his team, and share their commitment to the
Company�s stakeholders and customers. We look forward to working
with all of Getty Images� employees to realize the full potential
of its traditional businesses while furthering the evolution of
Getty Images into a global digital media company.� Financing
commitments have been provided by Barclays Capital, GE Commercial
Finance and RBS Greenwich Capital. In addition, Getty Investments
and certain related parties, including the co-founder and chairman,
Mark Getty, who collectively hold approximately 15 percent of the
Company�s shares, have agreed to vote in favor of the transaction
and rollover their shares into the acquiring entity. Goldman, Sachs
& Co. is acting as financial advisor to Getty Images. Barclays
Capital and RBS Greenwich Capital are acting as financial advisors
to Hellman & Friedman. Weil Gotshal & Manges LLP and
Simpson Thacher & Bartlett LLP are serving as legal advisors to
Getty Images and Hellman & Friedman, respectively. Further
Information About the Transaction Getty Images will file with the
Securities and Exchange Commission (the �SEC�), and furnish to its
stockholders, a proxy statement soliciting proxies for the meeting
of its stockholders to be called with respect to the Merger. GETTY
IMAGES� STOCKHOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN
IT IS FINALIZED AND DISTRIBUTED TO THEM BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Getty Images� stockholders and other
interested parties will be able to obtain, without charge, a copy
of the proxy statement (when available) and other relevant
documents filed with the SEC from the SEC�s website at
http://www.sec.gov. Getty Images� stockholders and other interested
parties will also be able to obtain, without charge, a copy of the
proxy statement (when available) and other relevant documents by
directing a request by mail or telephone to Getty Images, Inc., 601
North 34th Street, Seattle, Washington 98103, Attention: Investor
Relations, telephone: (206) 925-5000, or from Getty Images�
website, http://www.gettyimages.com. Getty Images and certain of
its directors, executive officers and other members of management
and employees may, under SEC rules, be deemed to be �participants�
in the solicitation of proxies from stockholders of Getty Images
with respect to the proposed merger. Information regarding the
persons who may be considered �participants� in the solicitation of
proxies will be set forth in Getty Images� proxy statement relating
to the proposed merger when it is filed with the SEC. Information
regarding certain of these persons is also set forth in Getty
Images� proxy statements and annual reports on Form 10-K previously
filed with the SEC. Forward-Looking Statements Some of the
statements in this press release may constitute �forward-looking
statements� within the meaning of the Private Securities Litigation
Reform Act of 1995. These statements are based on management�s
expectations, assumptions and projections about our business as of
the time the statements are made. These forward-looking statements
are not guarantees of future performance and are subject to certain
risks and uncertainties that could cause our actual results to
differ materially from our past performance and our current
expectations, assumptions and projections. Differences may result
from actions taken by us as well as from risks and uncertainties
beyond our control. These risks and uncertainties include, among
others, (i) the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement and the possibility that the Company would be required to
pay a termination fee in connection therewith; (ii) the outcome of
any legal proceedings that may be instituted against Getty Images
and others following announcement of the merger agreement; (iii)
the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to
completion of the merger; (iv) risks that the proposed transaction
disrupts current plans and operations and the potential
difficulties in employee retention as a result of the merger; (v)
the ability to recognize the benefits of the merger; (vi) the
amount of the costs, fees, expenses and charges related to the
merger; (vii) currency fluctuations; (viii) the Company�s ability
to integrate and grow recently acquired businesses and pursue new
business strategies; (ix) changes in the economic, political,
competitive and technological environments; and (x) system
security, upgrades, updates and service interruptions. The
foregoing list of risks and uncertainties is illustrative, but by
no means exhaustive. For more information on factors that may
affect future performance, please review the reports filed by us
with the Securities and Exchange Commission, in particular our
Quarterly Report on Form 10-Q for the quarter ended September 30,
2007 and Amended Annual Report on Form 10-K/A for the year ended
December 31, 2006. Except as required by law, we do not intend to
update or revise any forward-looking statements until our next
quarterly earnings release. About Getty Images Getty Images is the
world�s leading creator and distributor of still imagery, footage
and multi-media products, as well as a recognized provider of other
forms of premium digital content, including music. Getty Images
serves business customers in more than 100 countries and is the
first place creative and media professionals turn to discover,
purchase and manage images and other digital content. Its
award-winning photographers and imagery help customers produce
inspiring work which appears every day in the world�s most
influential newspapers, magazines, advertising campaigns, films,
television programs, books and Web sites. Visit Getty Images at
http://www.gettyimages.com to learn more about how the company is
advancing the unique role of digital media in communications and
business, and enabling creative ideas to come to life. About
Hellman & Friedman Hellman & Friedman LLC is a leading
private equity investment firm with offices in San Francisco, New
York and London. The Firm focuses on investing in superior business
franchises and serving as a value-added partner to management in
select industries including media and marketing services, financial
services, professional services, information services, healthcare
and energy. Since its founding in 1984, Hellman & Friedman has
raised and, through its affiliated funds, managed over $16 billion
of committed capital and is currently investing its sixth
partnership, Hellman & Friedman Capital Partners VI L.P., with
over $8 billion of committed capital. Representative investments in
media and marketing services include: DoubleClick Inc., Catalina
Marketing Corporation, Young & Rubicam Inc., Digitas Inc., The
Nielsen Company, and Axel Springer AG. For more information, visit
www.hf.com.
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