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Getty Images and Shutterstock to Merge, Creating a Premier Visual Content Company
GETYGetty Images (GETY) GlobeNewswire· Globenewswire·2025-01-07 11:20

Merger Overview - Getty Images and Shutterstock announced a definitive merger agreement to combine in a merger of equals, creating a premier visual content company with an enterprise value of approximately 3.7billion[1]−ThecombinedcompanywillbenamedGettyImagesHoldings,IncandwillcontinuetotradeontheNewYorkStockExchangeunderthetickersymbol"GETY"[1]StrategicandFinancialBenefits−Themergerwillcreateacontentlibrarywithgreaterdepthandbreadth,expandedopportunitiesforcontributors,andareinforcedcommitmenttoinclusiveandrepresentativecontent[2]−Expectedannualcostsynergiesbetween3.7 billion [1] - The combined company will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol "GETY" [1] Strategic and Financial Benefits - The merger will create a content library with greater depth and breadth, expanded opportunities for contributors, and a reinforced commitment to inclusive and representative content [2] - Expected annual cost synergies between 150 million and 200millionbyyearthree,withthemergerexpectedtobeaccretivetoearningsandcashflowbeginninginyeartwo[5]−Thecombinedcompanywillhaveastrongerfinancialprofile,enablingincreasedcapacityforproductinvestmentandinnovation[2]LeadershipandGovernance−GettyImagesCEOCraigPeterswillserveasCEOofthecombinedcompany[7]−TheBoardofDirectorswillconsistofelevenmembers,withsixdesignatedbyGettyImagesandfourbyShutterstock,includingShutterstockCEOPaulHennessy[7]−MarkGetty,currentlyChairmanofGettyImages,willserveasChairmanoftheBoardofDirectorsofthecombinedcompany[7]TransactionDetails−Shutterstockstockholderscanelecttoreceive200 million by year three, with the merger expected to be accretive to earnings and cash flow beginning in year two [5] - The combined company will have a stronger financial profile, enabling increased capacity for product investment and innovation [2] Leadership and Governance - Getty Images CEO Craig Peters will serve as CEO of the combined company [7] - The Board of Directors will consist of eleven members, with six designated by Getty Images and four by Shutterstock, including Shutterstock CEO Paul Hennessy [7] - Mark Getty, currently Chairman of Getty Images, will serve as Chairman of the Board of Directors of the combined company [7] Transaction Details - Shutterstock stockholders can elect to receive 9.50 in cash per share, 9.17 shares of Getty Images stock per share, or a mixed consideration of both [8] - Aggregate consideration payable by Getty Images consists of 331millionincashand319.4millionsharesofGettyImagesstock[9]−Atclose,GettyImagesstockholderswillownapproximately54.7331 million in cash and 319.4 million shares of Getty Images stock [9] - At close, Getty Images stockholders will own approximately 54.7% and Shutterstock stockholders will own approximately 45.3% of the combined company on a fully diluted basis [11] Financial Profile - On a pro forma 2024 basis, the combined company would have revenue between 1,979 million and 1,993million,with461,993 million, with 46% from subscription revenue [14] - Pre-synergy EBITDA is expected to be between 569 million and 574million,withpre−synergyAdjustedEBITDAlesscapitalexpendituresbetween574 million, with pre-synergy Adjusted EBITDA less capital expenditures between 461 million and $466 million [14] - Pre-synergy net leverage is projected at 3.0x pro forma 2024 pre-synergy EBITDA [14] Innovation and Market Position - The merger facilitates greater investment in innovative content creation, expanded event coverage, and customer-facing technologies such as search, 3D imagery, and generative AI [6] - The combined company will offer a broader set of visual content products across still imagery, video, music, 3D, and other asset types [6] - The merger strengthens the balance sheet and cash flow generation, enabling accelerated debt repayment, reduced borrowing costs, and new value creation opportunities [6] Industry Impact - The merger positions the combined company to meet the evolving needs of creative, media, and advertising industries through enhanced content creation and technology innovation [5] - The rapid rise in demand for compelling visual content across industries makes the merger timely and strategic [3] - The combined company aims to deliver exceptional value to customers, contributors, and stockholders by capitalizing on attractive growth opportunities [3]