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Shareholders approve DigitalGlobe- GeoEye merger

US: Shareholders of imaging satellite operators GeoEye and DigitalGlobe have approved the merger of the companies in a transaction that would create a single major provider of commercial satellite imagery to the US Department of Defense, the companies announced.

DigitalGlobe announced that its shareowners voted to approve the issuance of DigitalGlobe common stock, par value USD 0.001 per share (the “Share Issuance proposal”), pursuant to the previously announced sgreement and Plan of Merger, dated as of July 22, 2012, as amended, by and among DigitalGlobe, 20/20 Acquisition Sub, Inc., WorldView, LLC, and GeoEye, Inc. The approval of the Share Issuance proposal was required to complete the merger involving DigitalGlobe and GeoEye.

At a special meeting of GeoEye shareholders, 98.3 per cent of the shares voting at the special meeting voted in favor of the Merger Proposal. This represents approximately 77.2 per cent of GeoEye”s total outstanding shares of common stock as of the record date for the meeting voting in favor of the Merger Proposal.

As previously announced on July 23, 2012, DigitalGlobe and GeoEye entered into a definitive merger agreement under which the companies will combine in a stock and cash transaction. In accordance with the terms of the merger agreement, GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and USD 4.10 per share in cash, 100 per cent of the consideration in cash (USD 20.27) or 100 per cent of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of GeoEye stock they own, with the amount of cash and stock subject to proration depending upon the elections of GeoEye shareholders, such that aggregate consideration mix reflects the ratio of 1.137 shares of DigitalGlobe common stock and USD 4.10 per share in cash.

The transaction remains subject to the satisfaction of customary closing conditions and regulatory approval from the Department of Justice (“DOJ”), the Federal Communications Commission (“FCC”) and the National Oceanic and Atmospheric Administration (“NOAA”). DigitalGlobe is working cooperatively with the DOJ, FCC and NOAA, and the transaction is now expected to close in early 2013.

Source: DigitalGlobe & GeoEye