DigitalGlobe, Inc. ( NYSE : DGI ) today announced the preliminary results of elections made by GeoEye ( NASDAQ : GEOY ) stockholders regarding their preferences as to the form of merger consideration they will receive in the pending acquisition of GeoEye by DigitalGlobe. The election deadline for GeoEye stockholders to have made merger consideration elections in connection with the proposed merger was 5:00 p.m., EST, on January 29, 2013.
As of the election deadline, of the 22,640,829 shares of GeoEye common stock outstanding as of January 29, 2013, holders of:
21,876,720 shares, or approximately 97.5% of outstanding shares, elected to receive DigitalGlobe common stock; 79,115 shares, or less than 1% of outstanding shares, elected to receive cash;
125,215 shares, or less than 1% of outstanding shares, elected to receive mixed consideration consisting of part cash and part DigitalGlobe common stock; and 559,779 shares, or approximately 2.5% of the outstanding shares, did not make a valid election and therefore will be deemed to have elected to receive mixed consideration, entitling them to receive consideration consisting of part cash and part DigitalGlobe common stock.
These initial election numbers are not final, as the elections with respect to certain of the foregoing shares were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of GeoEye shares to American Stock Transfer & Trust Company, LLC, the exchange agent for the merger by a guaranteed delivery deadline after the election date. If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the GeoEye shares subject to such election will be treated as shares that did not make a valid election. In addition, certain vesting events or other exercises may result in variances from the initial election numbers.
After the final results of the election process are determined, the allocation of the merger consideration will be computed using the formula in the merger agreement. Elections to receive all cash or all stock consideration made by GeoEye stockholders will be subject to proration, as described in the merger agreement and the joint proxy statement/prospectus and related supplement provided to stockholders in connection with the special meetings of DigitalGlobe stockholders and GeoEye stockholders held on December 3, 2013. Proration will be required if the available cash consideration or the available DigitalGlobe common stock consideration is oversubscribed. Based on the elections as set forth above, elections to receive DigitalGlobe stock will be prorated.
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 2.8 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.
DigitalGlobe is a registered trademark of DigitalGlobe.