SEATTLE – July 2, 2008 – 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 longterm 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.