DigitalGlobe, and GeoEye Agree to Combine
July 23, 2012
DigitalGlobe, Inc. and GeoEye, Inc. announced that the boards of directors of both companies have unanimously approved a definitive merger agreement under which the companies will combine in a stock and cash transaction valued at approximately $900 million. The combination of DigitalGlobe and GeoEye will create a global leader in earth imagery and geospatial analysis with a more diversified revenue base, a superior financial foundation and significant growth potential.
Under the terms of the 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. Based upon the closing prices of DigitalGlobe and GeoEye as of July 20, 2012, the transaction delivers a premium of 34% to GeoEye’s July 20, 2012 closing price of $15.17 per share. Upon completion of the transaction, DigitalGlobe shareowners are expected to own approximately 64% and GeoEye shareowners are expected to own approximately 36% of the combined company. The transaction structure will allow both DigitalGlobe and GeoEye shareowners to participate in the substantial value creation opportunity resulting from this combination.
The combined company will be named DigitalGlobe and continue to trade on the NYSE under the symbol DGI. It will have a 10-member board of directors, with six initial members from the current DigitalGlobe board and four initial members from the board of GeoEye. Jeffrey R. Tarr, President and Chief Executive Officer of DigitalGlobe, will serve as President and Chief Executive Officer of the combined company, and General Howell M. Estes III, Chairman of the Board of DigitalGlobe, will serve as Chairman. It is anticipated that, after close, Matt O'Connell, Chief Executive Officer and President of GeoEye, will assist the management of the combined company in an advisory capacity. The company will be headquartered in Colorado, have a large and important presence in Missouri and Virginia, and maintain offices in other locations around the globe.
“The combination of DigitalGlobe and GeoEye creates a global leader in earth imagery and geospatial analysis,” said Mr. Tarr. “Together we will create a more efficient, more diversified and more capable company, better positioned to thrive in a time of unprecedented pressure on our nation’s defense budget. Once the merger is complete, we will emerge as an industry-leading, geospatial information business that does even more to help our customers better understand our changing planet. In so doing, we will further enable our customers to save time, save money and save lives.”
Mr. Tarr continued, “Bringing together the world-class talent and experience of team members from both companies, we will inspire a new wave of innovation and create value for shareowners who have invested their capital in the promise of our industry.”
“We are excited to be joining forces with DigitalGlobe as we believe this transaction represents the best path forward for our shareowners, our customers, and ultimately, the taxpayer,” said Matt O'Connell, Chief Executive Officer and President of GeoEye. “With an impressive constellation of commercial earth imaging satellites and complementary services, the combined company will be well positioned to achieve efficient growth, expand our international reach and create value for all stakeholders. Given the stock component, our shareowners will have the opportunity to participate in the significant growth and value creation potential. I look forward to working closely with the management teams of both companies to support this transaction and establish the foundation for what will be a dynamic and enduring company.”
