DigitalGlobe Shareowners Approve Combination With GeoEye

Press Release From: DigitalGlobe
Posted: Monday, December 3, 2012

DigitalGlobe, Inc. ( NYSE : DGI ), a leading global provider of earth imagery solutions, today announced that its shareowners voted to approve the issuance of DigitalGlobe common stock, par value $0.001 per share (the "Share Issuance proposal"), pursuant to the previously announced Agreement and Plan of Merger, dated as of July 22, 2012, as amended, by and among DigitalGlobe, 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye, Inc. The approval of the Share Issuance proposal was required to complete the merger involving DigitalGlobe and GeoEye, Inc. ( NASDAQ : GEOY ).

Of the shares voted at today's special meeting, 100% were voted in favor of the Share Issuance Proposal, which represents approximately 87% of DigitalGlobe's total outstanding shares of common stock as of the record date for the meeting.

As previously announced on July 23, 2012, DigitalGlobe and GeoEye 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 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"). DigitalGlobe is working cooperatively with the DOJ, FCC and NOAA, and the transaction is now expected to close in early 2013.

About DigitalGlobe DigitalGlobe is a leading global provider of commercial high-resolution earth imagery products and services. Sourced from our own advanced satellite constellation, our imagery solutions support a wide variety of uses within defense and intelligence, civil agencies, mapping and analysis, environmental monitoring, oil and gas exploration, infrastructure management, Internet portals and navigation technology. With our collection sources and comprehensive ImageLibrary (containing more than one billion square kilometers of earth imagery and imagery products) we offer a range of on- and off-line products and services designed to enable customers to easily access and integrate our imagery into their business operations and applications. For more information, visit

DigitalGlobe is a registered trademark of DigitalGlobe, Inc

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