Getty Images Inc. 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. This is a premium of approximately 55% over the Jan. 18 closing price, when the company announced it was exploring strategic alternatives. The Board of Directors has approved the merger agreement and resolved to recommend that Getty Images' stockholders approve the transaction. Completion of the transaction expected to take place in Q2 2008 is subject to shareholder approval and other customary closing conditions.
Jonathan Klein will remain CEO. Details of his employment agreement are expected to be announced at the end of the week in the SEC 8K filing. Upon completion of the merger agreement, the company will be privately held. The lifting of the requirement to report quarterly operating results could give the company more flexibility in strategic long-range planning.
Hellman & Friedman LLC is a private-equity investor in media, financial services, professional services, vertical software and information services. It has raised and managed over $16 billion of committed capital and invested in over 50 companies.
"Our Board of Directors has determined ... that this outcome is in the best interests of our stockholders as it provides them with superior and certain value. Furthermore, Hellman & Friedman brings specific industry expertise and support for the vision of the Company's management team that will benefit our employees, customers and partners," said Klein.
Andy Ballard, managing director of Hellman & Friedman, said, "Getty Images is the leader and pioneer in the visual content and digital media business. We believe in the vision and execution capabilities of Jonathan Klein and his team, and share their commitment to the Company's stakeholders and customers."
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.