Getty Images Inc, creator and distributor of visual content and other digital media, has announced that it has entered into a definitive merger agreement to be acquired by affiliates of the private equity firm Hellman & Friedman LLC in a transaction valued at approximately $2.4 billion, including the assumption of existing debt. Under the terms of the agreement, Getty Images stockholders will receive $34.00 in cash for each outstanding share of common stock they own. This price represents a premium of approximately 55% over the closing price on January 18, 2008, the last trading day before the company announced that it was exploring strategic alternatives.
The Board of Directors of Getty Images has approved the merger agreement and resolved to recommend that Getty Images’ stockholders approve the transaction. Completion of the transaction is subject to shareholder approval and other customary closing conditions. The transaction is not subject to a financing condition and is expected to close in the second quarter of 2008. Financing commitments have been provided by Barclays Capital, GE Commercial Finance and RBS Greenwich Capital. In addition, Getty Investments and certain related parties, including the co-founder and chairman, Mark Getty, who collectively hold approximately 15% of the Company’s shares, have agreed to vote in favor of the transaction and rollover their shares into the acquiring entity. Goldman, Sachs & Co. is acting as financial advisor to Getty Images. Barclays Capital and RBS Greenwich Capital are acting as financial advisors to Hellman & Friedman. Weil Gotshal & Manges LLP and Simpson Thacher & Bartlett LLP are serving as legal advisors to Getty Images and Hellman & Friedman, respectively.