Getty Images Announces Conversion Right for Convertible Debentures
14 Juin 2008 - 2:49AM
Business Wire
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.
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