DigitalGlobe eyes stability, savings with merger
DigitalGlobe Inc., a Longmont-based provider of high-resolution satellite imagery, is to merge with competitor GeoEye Inc. in a stock and cash transaction valued at approximately $900 million.
The deal gives DigitalGlobe leadership of the new company and ends merger talks that began in February when GeoEye attempted to acquire DigitalGlobe in an unsolicited hostile takeover.
The combined company will retain the DigitalGlobe name and New York Stock Exchange symbol DGI, and be headquartered in Longmont. GeoEye is based in Herndon, Virginia. Jeffery Tarr, DigitalGlobe’s president and chief executive, will retain those roles in the new company.
Upon the transaction’s completion, DigitalGlobe shareholders will own approximately 64 percent of the company, and GeoEye (Nasdaq: GEOY) shareholders will own 36 percent.
DigitalGlobe employs about 600 people at its Longmont headquarters, and GeoEye has about 130 employees in Thornton.
DigitalGlobe executives did not discuss potential job cuts in the release announcing the merger or specifically address job cuts in the conference call it hosted to discuss the merger.
Instead, they emphasized the potential for growth and reiterated that the merged company will maintain significant staffs at the sites currently operated by DigitalGlobe and GeoEye.
“This combination is about growth and building an even better company for the future. In particular, we expect the combination will lead to an even more stable revenue base that will allow us to expand R&D and build better products, and we will need smart and dedicated people from both DigitalGlobe and GeoEye to drive that innovation. We are pleased that the combined company will continue to be headquartered in Colorado and are also committed to maintaining a significant presence in the areas where both companies currently operate,” DigitalGlobe’s founder, executive vice president and chief technical officer Walter Scott said in an email statement.
“This is a defining moment in the history of DigitalGlobe, and a giant leap forward for the shareholders of both companies,” Tarr said during the conference call.
The merger will give the new DigitalGlobe a dominant role in the imaging industry.
“We will have the best assets, the best capabilities and the right capital structure to remain the clear global leader in the industry,” Tarr said.
The company expects to save $1.5 billion — a value much greater than the combined market capitalization of the two companies — through “synergies,” Tarr said.
Most of the savings will come from not launching one of the two satellites DigitalGlobe and GeoEye currently are building, according to Yancey Spruill, executive vice president, chief financial officer and treasurer. The satellite will stay grounded until DigitalGlobe needs to replace one of its satellites already in orbit.
DigitalGlobe will provide more details on “operational synergies” as the merger progresses, Spruill said.
DigitalGlobe will have six of the 10 directors of the combined company’s board of directors. Gen. Howell M. Estes III, chairman of the board of DigitalGlobe, will serve as chairman.
The transaction is expected to be completed in the fourth quarter of 2012 or first quarter of 2013 and is subject to regulatory approvals.
The company “conservatively” projects 2012 revenue of more than $600 million, even after reduced federal funding of the EnhancedView satellite program is considered, according to the release.
The new DigitalGlobe is expected to have five Earth-observation satellites and a broad suite of high-value geospatial production and analytic services, according to the release. The combined company also will have two satellites under construction, WorldView-3 and GeoEye-2.
DigitalGlobe and GeoEye began merger talks in February, when GeoEye made an unsolicited takeover offer. DigitalGlobe responded by offering to acquire GeoEye in a deal that would allow it to retain control of the new company.
GeoEye made its bid public on May 4, and two days later DigitalGlobe’s board of directors announced it had rejected the bid. Digital Globe also harshly criticized GeoEye for making its acquisition attempt public.
“We believe GeoEye made its hostile bid in desperation due to highly publicized concerns about potential government decisions that may jeopardize their portion of the EnhancedView program,” Tarr said in the press release announcing the rejection of the bid.
Despite the criticism, DigitalGlobe said it remained interested in acquiring GeoEye. It offered terms that would give DigitalGlobe shareholders a 60 percent stake in the company, give it a majority of seats on the board of directors and give its chairman and CEO control of the company.
The release did not mention the past takeover attempts. Instead, it emphasized the new DigitalGlobe’s increased scale, the diversification of its customer base, “synergy” between the companies and potential savings for the U.S. government, a major client.
The potential loss of government contracts was a big deal for both companies, and the combination is expected to aid in securing federal dollars.
Shareholders in the combined company “should reasonably expect a more stable and predictable funding environment,” the release said.
According to the release, GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, 100 percent of the consideration in cash ($20.27) or 100 percent 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 the aggregate consideration mix reflects the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash.
The transaction delivers a premium of 34 percent to GeoEye’s July 20, 2012, closing price of $15.17 per share, the release said.
Both companies’ major shareholders support the deal, according to the release.
DigitalGlobe’s largest shareowner, Morgan Stanley Principal Investments Inc., and its chairman and CEO each have agreed to vote in favor of the issuance of DigitalGlobe common stock in the merger, the release said.
Market-rating services are taking a wait-and-see attitude, however. On July 24, Standard & Poor’s Ratings Services placed its double-B rating of DigitalGlobe on “watch” for a possible downgrade because of the impending merger. According to S&P, a double-B rating is two levels into “junk” territory.
GeoEye’s largest share owner, Cerberus Capital Management LP, and its chairman and CEO each have agreed to vote in favor of the merger. Cerberus intends to continue investing in the company and has rights to acquire up to 19.9 percent of its share, the release said.
DigitalGlobe has secured a $1.2 billion fully committed financing from Morgan Stanley Senior Funding Inc. and The Bank of Tokyo-Mitsubishi UFJ Ltd. to refinance the combined company’s outstanding debt, the release said.
More breaking news...
Visitors bureau helping Boulder lure lucrative offseason events
Website promotes eco-friendly businesses