Attached files
file | filename |
---|---|
8-K - FORM 8-K - GeoEye, Inc. | w83119e8vk.htm |
EX-4.1 - EX-4.1 - GeoEye, Inc. | w83119exv4w1.htm |
Exhibit 99.1
News Release |
Investor Relations:
Randy Scherago
GeoEye
(703) 480-6325
scherago.randy@geoeye.com
Randy Scherago
GeoEye
(703) 480-6325
scherago.randy@geoeye.com
GeoEye, Inc. Declares Dividend of
Preferred Stock Purchase Rights
Preferred Stock Purchase Rights
HERNDON, VA, June 9, 2011 /PRNewswire/ GeoEye, Inc. (NASDAQ: GEOY), a leading source of
geospatial information and insight announced that its Board of Directors has adopted a
Shareholder Rights Plan. Under the plan, one preferred stock purchase right will be distributed for
each share of common stock held by stockholders of record on June 22, 2011.
The rights plan has a one year term. It is intended to enable all of the Companys stockholders to
realize the long-term value of their investment in the Company by guarding against inadequate or
unsolicited takeover offers. The rights are not being distributed in response to any specific
effort to acquire control of the Company. The rights are designed to ensure that the Board of Directors
has sufficient time to consider any proposal and make sure that all stockholders receive fair and
equal treatment in the event of any proposed takeover of the Company. In addition, the rights plan
will guard against partial tender offers, open market accumulations and other coercive tactics
aimed at gaining control of the Company without paying all stockholders a full control premium
for their shares.
Subject to certain exceptions, the rights will be exercisable if a person or group of affiliated or
associated persons acquires 20% or more of the Companys common stock or announces a tender
offer for 20% or more of the common stock. In the case of a tender offer, the Board may
determine a later date for the exercise of the rights unless the person or group that announced the
tender offer acquires 20% or more of the Companys common stock. Under certain
circumstances, each right will entitle stockholders to buy one one-thousandth of a share of
newlycreated Series B Junior Participating Preferred Stock of the Company at an exercise price of
$175.00. The Companys Board of Directors will be entitled to redeem the rights at $0.001 per
right at any time before a person or group has acquired 20% or more of the outstanding common
stock. The rights will expire on June 7, 2012, subject to the Companys right to extend such date,
unless earlier redeemed or exchanged by the Company or terminated.
Subject to limited exceptions, if a person or group acquires 20% or more of the outstanding
common stock of the Company or announces a tender offer for 20% or more of the common
stock (we refer to such a person or group as an acquiring person), each right will entitle the
right holder to purchase, at the rights then-current exercise price, a number of shares of common
stock having a market value at that time of twice the rights exercise price. Rights held by the
acquiring person will become void and will not be exercisable. If the Company is acquired in a
merger or other business combination transaction that has not been approved by the Board of
Directors after the rights become exercisable, each right will entitle its holder to purchase, at
the
rights then-current exercise price, a number of shares of the acquiring companys common stock
having a market value at that time of twice the rights exercise price.
The dividend distribution to establish the new rights plan will be payable to stockholders of
record on June 22, 2011. The rights distribution is not taxable to stockholders. Further details
about the rights plan will be contained in a Form 8-K to be filed by the Company with the U.S.
Securities and Exchange Commission.
About GeoEye, Inc.
GeoEye is a leading source of geospatial information and insight for decision makers and analysts
who need a clear understanding of our changing world to protect lives, manage risk, and optimize
resources. Each day, organizations in defense and intelligence, public safety, critical
infrastructure, energy and online media rely on GeoEyes imagery, tools and expertise to support
important missions around the globe. Widely recognized as a pioneer in high-resolution satellite
imagery, GeoEye has evolved into a complete provider of geospatial intelligence solutions.
GeoEyes ability to collect, process and analyze massive amounts of geospatial data allows our
customers to quickly see precise changes on the ground and anticipate where events may occur in
the future. GeoEye is a public company listed on NASDAQ as GEOY and is headquartered in
Herndon, Virginia with more than 700 employees worldwide. Learn more
at www.geoeye.com.
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995
This release includes forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Without limitation, the words anticipates, believes,
estimates, expects, intends, plans, will and similar expressions are intended to identify
forward-looking statements. All statements that address operating performance, events or
developments that we expect or anticipate will occur in the future, including statements relating
to growth, expected levels of expenditures and statements expressing general optimism about
future operating results, are forward-looking statements. Similarly, statements that describe our
business strategy, outlook, objectives, plans, intentions or goals also are forward-looking
statements. All such forward-looking statements and those presented elsewhere by our
management from time to time are subject to certain risks and uncertainties that could cause
actual results to differ materially from those in forward-looking statements. These risks and
uncertainties include, but are not limited to, those described in Risk Factors included in our
Annual Report on Form 10-K for the fiscal year ended Dec. 31, 2010, which we filed with the
Securities and Exchange Commission (SEC) on March 15, 2011, and our Quarterly Report on
Form 10-Q for the period ended March 31, 2011, which we filed with the SEC on May 10, 2011.
Copies of all SEC filings may be obtained from the SECs EDGAR
Web site, http://www.sec.gov, or by
contacting: William L. Warren, Executive Vice President, General Counsel and Secretary, at 703-
480-5672.
# # #