Getty Images Stockholders Vote to Approve Acquisition by Hellman & Friedman
June 20 2008 - 1:56PM
Business Wire
Getty Images, Inc. (NYSE:GYI) announced that its stockholders voted
at a special meeting today to adopt the merger agreement entered
into on February 24, 2008 providing for the acquisition of Getty
Images by affiliates of the private equity firm Hellman &
Friedman LLC. Adoption of the merger agreement was subject to two
votes. Under Delaware law, the merger agreement was required to be
adopted by the holders of a majority of the shares of the company�s
common stock outstanding on the record date of May 20, 2008.
Holders of approximately 75% of these shares voted in favor of the
adoption of the merger agreement, representing 96% of the votes
cast. In addition to the vote required under Delaware law, the
merger agreement was required to be adopted by the holders of a
majority of the shares of the company�s common stock present in
person or by proxy and voting at the special meeting, other than
Getty Investments L.L.C., Mark Getty, The October 1993 Trust,
Cheyne Walk Trust, Ronald Family Trust B and Jonathan Klein.
Holders of approximately 95% of these shares voted in favor of the
adoption of the merger agreement. Under the terms of the merger
agreement, Getty Images stockholders will receive $34.00 in cash,
without interest, for each share of Getty Images common stock held
at the effective time of the merger. Subject to the satisfaction or
waiver of customary closing conditions, the transaction is
anticipated to close during the week of June 30, 2008. About Getty
Images Getty Images is the world�s leading creator and distributor
of still imagery, footage and multimedia 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
communications and business, and enabling creative ideas to come to
life. 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; (ii)
the inability to complete the merger due to the failure to satisfy
conditions to completion of the merger; (iii) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (iv) the ability to recognize the benefits of the merger;
(v) the amount of the costs, fees, expenses and charges related to
the merger; (vi) currency fluctuations; (vii) the company�s ability
to integrate and grow recently acquired businesses and pursue new
business strategies; (viii) changes in the economic, political,
competitive and technological environments; and (ix) 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 the
company with the Securities and Exchange Commission, in particular
the company�s Annual Report on Form 10-K for the year ended
December 31, 2007 and the company�s Quarterly Report on Form 10-Q
for the quarter ended March 31, 2008. Except as required by law,
the company does not intend to update or revise any forward-looking
statements.
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