SEATTLE, Feb 25, 2008 (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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