FILED BY GETTY IMAGES HOLDINGS, INC.
PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF
1933
AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE
14d-2(b)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
SUBJECT COMPANY: SHUTTERSTOCK, INC.
COMMISSION FILE NO. 001-35669
The following is an additional sample Q&A
circulated internally for Getty Images staff reference.
How will the combined business approach content
exclusivity?
This merger is about strengthening our capabilities,
not eliminating them. There are no changes planned for any products or services, including our commitment to exclusive content that you
can only get from Getty Images. Your existing agreements and licensing terms will remain unchanged between now and closing as we work
through the integration process. If there are any future updates, we will communicate them transparently and provide ample notice.
Additional Information about the Acquisition
and Where to Find It
In connection with the proposed transaction, Getty
Images intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will
include an information statement of Getty Images and a proxy statement of Shutterstock and that also will constitute a prospectus with
respect to shares of Getty Images’ common stock to be issued in the transaction (the “joint proxy and information statement/prospectus”).
Each of Getty Images and Shutterstock may also file with or furnish to the SEC other relevant documents regarding the proposed transaction.
This press release is not a substitute for the joint proxy and information statement/prospectus or any other document that Getty Images
or Shutterstock may file with or furnish to the SEC. The joint proxy and information statement/prospectus (if and when available) will
be mailed to stockholders of Getty Images and Shutterstock. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS
ARE URGED TO READ THE JOINT PROXY AND INFORMATION STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND ALL OTHER RELEVANT DOCUMENTS THAT ARE OR WILL
BE FILED WITH OR FURNISHED TO THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE
THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain free copies of the joint proxy and information statement/prospectus (if and when available) and other documents
containing important information about Getty Images, Shutterstock and the proposed transaction, once such documents are filed with or
furnished to the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with or furnished to the
SEC by Getty Images will be available free of charge on Getty Images’ website at investors.gettyimages.com or by contacting Getty
Images’ Investor Relations department by email at investorrelations@gettyimages.com. Copies of the documents filed with or furnished
to the SEC by Shutterstock will be available free of charge on Shutterstock’s website at investor.shutterstock.com or by contacting
Shutterstock’s Investor Relations department by email at IR@Shutterstock.com.
Participants in the Solicitation
This communication is not a solicitation of proxies
in connection with the proposed transaction. Getty Images, Shutterstock and certain of their respective directors and executive officers
and other members of their respective management and employees may be deemed to be participants in the solicitation of proxies in respect
of the proposed transaction. Information about the directors and executive officers of Getty Images, including a description of their
direct or indirect interests, by security holdings or otherwise, is set forth in Getty Images’ proxy statement for its 2024 annual
meeting of stockholders, which was filed with or furnished to the SEC on April 24, 2024. Information about the directors and executive
officers of Shutterstock, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth
in Shutterstock’s proxy statement for its 2024 annual meeting of stockholders, which was filed with the SEC on April 26, 2024. Other
information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the joint proxy and information statement/prospectus and other relevant materials to be filed
with or furnished to the SEC regarding the proposed transaction. You may obtain free copies of these documents using the sources indicated
above.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made, except by means
of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Forward-Looking Statements
The statements in this communication, and any
related oral statements, include forward-looking statements concerning Getty Images, Shutterstock, the proposed transaction described
herein and other matters. All statements, other than historical facts, are forward-looking statements. Forward-looking statements may
discuss goals, intentions and expectations as to future plans, trends, events, results of operations or financial condition, financings
or otherwise, based on current beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially
from expectations. Forward-looking statements speak only as of the date they are made or as of the dates indicated in the statements and
should not be relied upon as predictions of future events, as there can be no assurance that the events or circumstances reflected in
these statements will be achieved or will occur or the timing thereof. Forward-looking statements can often, but not always, be identified
by the use of forward-looking terminology including “believes,” “expects,” “may,” “will,”
“should,” “could,” “might,” “seeks,” “intends,” “plans,” “pro
forma,” “estimates,” “anticipates,” “designed,” or the negative of these words and phrases,
other variations of these words and phrases or comparable terminology, but not all forward-looking statements include such identifying
words. Forward-looking statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary. The forward-looking statements in this communication relate to, among other things, obtaining applicable regulatory
and stockholder approvals on a timely basis or otherwise, satisfying other closing conditions to the proposed transaction, on a timely
basis or otherwise, the expected tax treatment of the transaction, the expected timing of the transaction, and the integration of the
businesses and the expected benefits, cost savings, accretion, synergies and growth to result therefrom. Important factors that could
cause actual results to differ materially from such forward-looking statements include, among other things: failure to obtain applicable
regulatory or stockholder approvals in a timely manner or otherwise; interloper risk; failure to satisfy other closing conditions to the
transaction or to complete the transaction on anticipated terms and timing (or at all); negative effects of the announcement of the transaction
on the ability of Shutterstock or Getty Images to retain and hire key personnel and maintain relationships with customers, suppliers and
others who Shutterstock or Getty Images does business, or on Shutterstock or Getty Images’ operating results and business generally;
risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings,
accretion, synergies and/or growth, as expected (or at all), or that such benefits may take longer to realize or may be more costly to
achieve than expected; the risk that disruptions from the transaction will harm business plans and operations; risks relating to unanticipated
costs of integration; significant transaction and/or integration costs, or difficulties in connection with the transaction and/or unknown
or inestimable liabilities; restrictions during the pendency of the transaction that may impact the ability to pursue certain business
opportunities or strategic transactions; potential litigation associated with the transaction; the potential impact of the announcement
or consummation of the transaction on Getty Images’, Shutterstock’s or the combined company’s relationships with suppliers,
customers, employers and regulators; demand for the combined company’s products; potential changes in the Getty Images stock price
that could negatively impact the value of the consideration offered to the Shutterstock stockholders; the occurrence of any event that
could give rise to the termination of the proposed transaction; and Getty Images’ ability to complete any refinancing of its debt
or new debt financing on a timely basis, on favorable terms or at all. A more fulsome discussion of the risks related to the proposed
transaction will be included in the joint proxy and information statement/prospectus. For a discussion of factors that could cause actual
results to differ materially from those contemplated by forward-looking statements, see the section captioned “Risk Factors”
in each of Getty Images’ and Shutterstock’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, subsequent
Quarterly Reports on Form 10-Q and other filings with the SEC. Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward looking
statements. While the list of factors presented here is, and the list of factors presented in the joint proxy and information statement/prospectus
will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.
Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Neither Getty Images nor
Shutterstock assumes, and each hereby disclaims, any obligation to update forward-looking statements, except as may be required by law.
Shutterstock (NYSE:SSTK)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Shutterstock (NYSE:SSTK)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
