Getty Images Announces Completion of Acquisition by Hellman & Friedman
July 02 2008 - 1:07PM
Business Wire
Getty Images, Inc. (NYSE:GYI) today announced the completion of its
acquisition by an affiliate of the private equity firm Hellman
& Friedman. Getty Images announced on February 25, 2008 a
definitive agreement to be acquired by an affiliate of Hellman
& Friedman in a transaction valued at approximately $2.4
billion. �We are pleased to have completed this transaction so
efficiently and to have rewarded our shareholders with a
significant premium in a challenging stock market,� said Jonathan
Klein, Chief Executive Officer of Getty Images. �Continued strong
shareholder support is one of the factors that allowed us to become
the leader in all categories of the visual content industry. As we
enter the next phase of our history, we look forward to our
partnership with Hellman & Friedman.� �The founders, management
team and dedicated employees of Getty Images have created a market
leader that is well-positioned for future growth and innovation,�
said Andy Ballard, Managing Director of Hellman & Friedman.
�Getty Images fits well within our investment profile given its
leading market position, strong cash flows and talented base of
employees. We are excited about working with the entire Getty
Images team to focus on long-term growth potential, product
pipeline and innovation in both consumer and business to business
offerings.� Under the terms of the merger agreement, which was
adopted by Getty Images� stockholders at a special meeting held on
June 20, 2008, Getty Images stockholders are entitled to receive
$34.00 in cash, without interest and less any applicable
withholding taxes, for each share of common stock they owned
immediately prior to the effective time of the merger. Getty Images
common stock will cease trading on the New York Stock Exchange at
the close of market today and will be delisted from the New York
Stock Exchange. Stockholders of record will receive a letter of
transmittal and instructions on how to surrender their shares of
Getty Images common stock in exchange for the merger consideration.
Stockholders of record should wait to receive the letter of
transmittal before surrendering their shares. In addition, Getty
Images announced that it had entered into a supplemental indenture
to the indenture governing its 0.5% Convertible Subordinated
Debentures, Series B due 2023 (the �Debentures�), as required by
the indenture. This supplemental indenture provides that, subject
to the terms of the indenture, the Debentures will be convertible
into $556.65 per $1,000 principal amount of Debentures,
representing the amount of cash consideration to be received in the
merger by a holder of common stock holding, immediately prior to
the effective time of the merger, a number of shares of common
stock equal to the conversion rate immediately prior to the merger.
The Debentures are convertible until 35 business days after the
merger and at other times as may be provided in the indenture. The
merger will constitute a �Fundamental Change� under the indenture.
Holders of the Debentures (which have not been converted) will have
the right after the merger to require Getty Images to purchase
their Debentures on the 35th business day after the merger for a
purchase price equal to the principal amount of such Debentures
plus any accrued and unpaid interest to but not including the
purchase date. Getty Images will provide further details to the
holders of the Debentures regarding this right. 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 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. 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: Axel Springer AG, Catalina Marketing Corporation,
DoubleClick Inc., Formula One Holdings, The Nielsen Company,
ProSiebenSat.1, and Upromise Inc. For more information, visit
www.hf.com. This press release contains �forward-looking
statements� within the meaning of the Private Securities Litigation
Reform Act of 1995, which involve significant risks and
uncertainties. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including: statements regarding the timing of the right
of holders of the Debentures to cause the Company to purchase their
Debentures; any statements of expectation or belief; and any
statements of assumptions underlying any of the foregoing.
Investors and security holders are cautioned not to place undue
reliance on these forward-looking statements. Actual results could
differ materially from those currently anticipated due to a number
of risks and uncertainties. Risks and uncertainties that could
cause results to differ from expectations include: the effects of
disruption from the transaction making it more difficult to
maintain relationships with employees, distributors, other business
partners or governmental entities; other business effects,
including the effects of industry, economic or political conditions
outside of Getty Images� control; transaction costs; actual or
contingent liabilities; and other risks and uncertainties discussed
in documents filed with the U.S. Securities and Exchange Commission
by Getty Images. Getty Images does not undertake any obligation to
update any forward-looking statements as a result of new
information, future developments or otherwise, except as required
by law. The information contained in this press release is neither
an offer to purchase nor a solicitation to sell securities of Getty
Images.
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