Posted: Monday, December 3, 2012
GeoEye, Inc. (GEOY), a leading source of geospatial information and insight, announced today that its shareholders have approved the proposal to combine GeoEye with DigitalGlobe (the "Merger Proposal").
At a special meeting of GeoEye shareholders held earlier today, 98.3% of the shares voting at the special meeting voted in favor of the Merger Proposal. This represents approximately 77.2% of GeoEye's total outstanding shares of common stock as of the record date for the meeting voting in favor of the Merger Proposal.
As previously announced on July 23, 2012, GeoEye and DigitalGlobe entered into a definitive merger agreement under which the companies will combine in a stock and cash transaction. In accordance with the terms of the merger agreement, GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, 100% of the consideration in cash ($20.27) or 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of GeoEye stock they own, with the amount of cash and stock subject to proration depending upon the elections of GeoEye shareholders, such that the aggregate consideration mix reflects the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
The transaction remains subject to the satisfaction of customary closing conditions and regulatory approval from the Department of Justice ("DOJ"), the Federal Communications Commission ("FCC") and the National Oceanic and Atmospheric Administration ("NOAA"). GeoEye and DigitalGlobe are working cooperatively with the DOJ, FCC and NOAA, and the transaction is now expected to close in early 2013. Pursuant to the merger agreement, GeoEye will announce the closing date and the election deadline for shareholders as soon as reasonably practicable prior to the closing of the merger.
About GeoEye, Inc.
GeoEye is a leading source of geospatial information and insight for decision makers and analysts who need a clear understanding of our changing world to protect lives, manage risk, and optimize resources. Each day, organizations in defense and intelligence, public safety, critical infrastructure, energy and online media rely on GeoEye's imagery, tools and expertise to support important missions around the globe. Widely recognized as a pioneer in high-resolution satellite imagery, GeoEye has evolved into a complete provider of geospatial intelligence solutions. GeoEye's ability to collect, process and analyze massive amounts of geospatial data allows our customers to quickly see precise changes on the ground and anticipate where events may occur in the future. GeoEye is a public company listed on NASDAQ as GEOY and is headquartered in Herndon, Virginia with more than 700 employees worldwide. Learn more at www.geoeye.com.
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