|By Marketwired .||
|February 6, 2013 07:00 AM EST||
LONGMONT, CO -- (Marketwire) -- 02/06/13 -- DigitalGlobe, Inc. (NYSE: DGI) today announced the final results of elections made by GeoEye, Inc. stockholders regarding their preferences as to the form of merger consideration they will receive in the previously-announced combination of GeoEye and DigitalGlobe. The election deadline for GeoEye stockholders to have made merger consideration elections in connection with the merger was 5:00 p.m., EST, on January 29, 2013.
In accordance with the terms of the merger, GeoEye stockholders had the right to elect either (i) 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash ("mixed consideration"), (ii) 100% of the consideration in cash ($20.27) ("cash consideration") or (iii) 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock) ("stock consideration"), for each share of GeoEye stock they owned, with the amount of cash and stock subject to proration depending upon the elections of GeoEye stockholders, such that the aggregate consideration mix reflected the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
Of the 23,083,914 shares of GeoEye common stock outstanding as of January 29, 2013, holders of:
- 21,688,544 shares elected to receive stock consideration;
- 78,905 shares elected to receive cash consideration;
- 125,215 shares elected to receive mixed consideration consisting of part cash and part DigitalGlobe common stock; and
- 1,191,250 shares did not make a valid election and therefore will be deemed to have elected to receive mixed consideration, entitling them to receive consideration consisting of part cash and part DigitalGlobe common stock.
Based on the final proration calculations by American Stock Transfer & Trust Company, LLC, GeoEye common stockholders who elected:
- The mixed consideration will receive 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash for each GeoEye share;
- The cash consideration will receive 0 shares of DigitalGlobe common stock and $20.27 per share in cash for each GeoEye share; and
- The stock consideration will receive 1.141 shares of DigitalGlobe common stock and $4.041 per share in cash for each GeoEye share.
Shareowners who did not make an election will receive 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash for each GeoEye share.
Elections to receive all cash or all stock consideration made by GeoEye stockholders were subject to proration, as described in the merger agreement and the joint proxy statement/prospectus provided to stockholders in connection with the special meetings of DigitalGlobe stockholders and GeoEye stockholders held on December 3, 2013. DigitalGlobe and GeoEye previously announced the completion of the combination on January 31, 2013.
DigitalGlobe is a leading provider of commercial high-resolution earth observation and advanced geospatial solutions that help decision makers better understand our changing planet in order to save lives, resources and time. Sourced from the world's leading constellation, our imagery solutions deliver unmatched coverage and capacity to meet our customers' most demanding mission requirements. Each day customers in defense and intelligence, public safety, civil agencies, map making and analysis, environmental monitoring, oil and gas exploration, infrastructure management, navigation technology, and providers of location-based services depend on DigitalGlobe data, information, technology and expertise to gain actionable insight.
In January 2013, DigitalGlobe and GeoEye combined to become one DigitalGlobe, creating a company capable of providing greater value to customers through an integrated constellation and a broader set of products and services. For more information on the combination and its benefits, visit www.digitalglobe.com/combination.
DigitalGlobe is a registered trademark of DigitalGlobe.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document may contain or incorporate forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements relate to future events or future financial performance and generally can be identified by the use of terminology such as "may," "will," "should," "expects," "plans," "anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "continue" or "looks forward to" or the negative of these terms or other similar words, although not all forward-looking statements contain these words.
This document contains forward-looking statements relating to the strategic combination of DigitalGlobe and GeoEye pursuant to a merger. All statements, other than historical facts, including statements regarding the expected benefits of the transaction such as efficiencies, cost savings, tax benefits, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) the anticipated benefits of the transaction may not be fully realized or may take longer to realize than expected; (2) the costs or challenges related to the integration of DigitalGlobe and GeoEye operations could be greater than expected; (3) the ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; (4) the impact of legislative, regulatory, competitive and technological changes; (5) the risk that the credit ratings of the combined company may be different from what the companies expect; (6) other business effects, including the effects of industry, economic or political conditions outside of the companies' control, transaction costs and actual or contingent liabilities; (7) the outcome of any legal proceedings related to the transaction; and (8) other risk factors as detailed from time to time in DigitalGlobe's and GeoEye's reports filed with the Securities and Exchange Commission ("SEC"), including their respective Annual Reports on Form 10-K for the year ended December 31, 2011 and Quarterly Reports on Form 10-Q for the quarter ended March 31, 2012, June 30, 2012 and September 30, 2012, which are available on the SEC's website (www.sec.gov). There can be no assurance that the expected benefits of the strategic combination will be realized.
DigitalGlobe does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
What are the successful IoT innovations from emerging markets? What are the unique challenges and opportunities from these markets? How did the constraints in connectivity among others lead to groundbreaking insights? In her session at @ThingsExpo, Carmen Feliciano, a Principal at AMDG, will answer all these questions and share how you can apply IoT best practices and frameworks from the emerging markets to your own business.
Jul. 24, 2016 04:15 PM EDT Reads: 1,534
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
Jul. 24, 2016 03:45 PM EDT Reads: 1,714
You think you know what’s in your data. But do you? Most organizations are now aware of the business intelligence represented by their data. Data science stands to take this to a level you never thought of – literally. The techniques of data science, when used with the capabilities of Big Data technologies, can make connections you had not yet imagined, helping you discover new insights and ask new questions of your data. In his session at @ThingsExpo, Sarbjit Sarkaria, data science team lead ...
Jul. 24, 2016 03:30 PM EDT Reads: 882
SYS-CON Events announced today the Kubernetes and Google Container Engine Workshop, being held November 3, 2016, in conjunction with @DevOpsSummit at 19th Cloud Expo at the Santa Clara Convention Center in Santa Clara, CA. This workshop led by Sebastian Scheele introduces participants to Kubernetes and Google Container Engine (GKE). Through a combination of instructor-led presentations, demonstrations, and hands-on labs, students learn the key concepts and practices for deploying and maintainin...
Jul. 24, 2016 03:30 PM EDT Reads: 575
Extracting business value from Internet of Things (IoT) data doesn’t happen overnight. There are several requirements that must be satisfied, including IoT device enablement, data analysis, real-time detection of complex events and automated orchestration of actions. Unfortunately, too many companies fall short in achieving their business goals by implementing incomplete solutions or not focusing on tangible use cases. In his general session at @ThingsExpo, Dave McCarthy, Director of Products...
Jul. 24, 2016 03:15 PM EDT Reads: 1,664
Cloud analytics is dramatically altering business intelligence. Some businesses will capitalize on these promising new technologies and gain key insights that’ll help them gain competitive advantage. And others won’t. Whether you’re a business leader, an IT manager, or an analyst, we want to help you and the people you need to influence with a free copy of “Cloud Analytics for Dummies,” the essential guide to this explosive new space for business intelligence.
Jul. 24, 2016 03:15 PM EDT Reads: 551
Traditional IT, great for stable systems of record, is struggling to cope with newer, agile systems of engagement requirements coming straight from the business. In his session at 18th Cloud Expo, William Morrish, General Manager of Product Sales at Interoute, outlined ways of exploiting new architectures to enable both systems and building them to support your existing platforms, with an eye for the future. Technologies such as Docker and the hyper-convergence of computing, networking and sto...
Jul. 24, 2016 03:00 PM EDT Reads: 996
WebRTC is bringing significant change to the communications landscape that will bridge the worlds of web and telephony, making the Internet the new standard for communications. Cloud9 took the road less traveled and used WebRTC to create a downloadable enterprise-grade communications platform that is changing the communication dynamic in the financial sector. In his session at @ThingsExpo, Leo Papadopoulos, CTO of Cloud9, discussed the importance of WebRTC and how it enables companies to focus...
Jul. 24, 2016 02:30 PM EDT Reads: 740
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, discussed the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filterin...
Jul. 24, 2016 02:00 PM EDT Reads: 1,183
IoT generates lots of temporal data. But how do you unlock its value? You need to discover patterns that are repeatable in vast quantities of data, understand their meaning, and implement scalable monitoring across multiple data streams in order to monetize the discoveries and insights. Motif discovery and deep learning platforms are emerging to visualize sensor data, to search for patterns and to build application that can monitor real time streams efficiently. In his session at @ThingsExpo, ...
Jul. 24, 2016 01:30 PM EDT Reads: 795
Enterprise networks are complex. Moreover, they were designed and deployed to meet a specific set of business requirements at a specific point in time. But, the adoption of cloud services, new business applications and intensifying security policies, among other factors, require IT organizations to continuously deploy configuration changes. Therefore, enterprises are looking for better ways to automate the management of their networks while still leveraging existing capabilities, optimizing perf...
Jul. 24, 2016 01:00 PM EDT Reads: 976
Early adopters of IoT viewed it mainly as a different term for machine-to-machine connectivity or M2M. This is understandable since a prerequisite for any IoT solution is the ability to collect and aggregate device data, which is most often presented in a dashboard. The problem is that viewing data in a dashboard requires a human to interpret the results and take manual action, which doesn’t scale to the needs of IoT.
Jul. 24, 2016 12:00 PM EDT Reads: 1,866
When building large, cloud-based applications that operate at a high scale, it’s important to maintain a high availability and resilience to failures. In order to do that, you must be tolerant of failures, even in light of failures in other areas of your application. “Fly two mistakes high” is an old adage in the radio control airplane hobby. It means, fly high enough so that if you make a mistake, you can continue flying with room to still make mistakes. In his session at 18th Cloud Expo, Lee...
Jul. 24, 2016 12:00 PM EDT Reads: 1,327
Internet of @ThingsExpo has announced today that Chris Matthieu has been named tech chair of Internet of @ThingsExpo 2016 Silicon Valley. The 6thInternet of @ThingsExpo will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA.
Jul. 24, 2016 12:00 PM EDT Reads: 1,882
Continuous testing helps bridge the gap between developing quickly and maintaining high quality products. But to implement continuous testing, CTOs must take a strategic approach to building a testing infrastructure and toolset that empowers their team to move fast. Download our guide to laying the groundwork for a scalable continuous testing strategy.
Jul. 24, 2016 11:45 AM EDT Reads: 1,845