Getty Images (NYSE:GYI)
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Getty Images, Inc. (NYSE:GYI), today announced that, in connection with
its proposed merger with an affiliate of Hellman & Friedman LLC, holders
of its 0.5% Convertible Subordinated Debentures, Series B due 2023 (the “Debentures”)
will be entitled to convert their Debentures from and after June 15,
2008, until 35 business days after the effective date of the merger, in
accordance with the terms of the indenture governing the Debentures.
As previously announced, Getty Images will be holding a special meeting
of its stockholders on June 20, 2008, to approve the merger. If the
merger is approved at the special meeting and certain other conditions
are satisfied, the merger is expected to become effective on June 30,
2008, or within a few weeks thereafter.
In connection with the merger, and subject to the terms of the
indenture, the holder of a Debenture may surrender it for conversion in
integral multiples of $1,000 principal amount from and after June 15,
2008, until 35 business days after the actual effective date of the
merger. The Debentures will be convertible (x) prior to the effective
time of the merger, into cash and, if applicable, shares of common stock
at the conversion rate of 16.3720 shares of common stock per $1,000
principal amount of Debentures and (y) after the effective time of the
merger, 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 merger will constitute a “Fundamental
Change” under the applicable 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. Following the closing of the merger, Getty Images will
provide further details to the holders of the Debentures regarding this
right.
Additional Information and Where to Find It
Getty Images filed the indenture governing its 0.5% Convertible
Subordinated Debentures, Series B due 2023 with the Securities and
Exchange Commission on March 10, 2006, as an exhibit to its amended
Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
In connection with the proposed merger, Getty Images filed a proxy
statement with the Securities and Exchange Commission on May 22, 2008.
Investors and security holders may obtain a free copy of the indenture,
the proxy statement and other documents filed by Getty Images, without
charge, by written or telephonic request directed to Getty Images, Inc.,
601 North 34th Street, Seattle, Washington, 98103, Attn: Investor
Relations, telephone: 206-925-6355, or on our website at http://www.gettyimages.com
or from the Securities and Exchange Commission through the Securities
and Exchange Commission’s website at http://www.sec.gov.
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.
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 expected timing of the
completion of the merger; 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: uncertainties as to the timing of the merger; the
possibility that various closing conditions for the transaction may not
be satisfied or waived; 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.