Getty Images Announces Conversion Right for Convertible Debentures

Fri Jun 13, 2008 8:49pm EDT
 
[-] Text [+]
SEATTLE--(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.

Getty Images, Inc.
Investors:
SVP and Chief Financial Officer
Tom Oberdorf, 206-925-6005
investorrelations@gettyimages.com
or
Media:
Senior Director, Communications
Bridget Russel, 206-925-6405
bridget.russel@gettyimages.com

Copyright Business Wire 2008

 

Editor's Choice

A selection of our best photos from the past 24 hours.  Slideshow 

Most Popular on Reuters

  • Articles
  • Video
Join the Reuters Consumer Insight Panel and help us get to know you better

Join the Reuters Consumer Insight Panel and help us get to know you better