Image: Getty Images, Shutterstock Getty Images and Shutterstock are to join in what's being presented as a merger of equals. The new company will be called Getty Images Holdings Inc and the deal will see Getty Image's CEO retain his position at head of the new company, while Getty's chair will also chair the new company's board.
The board of directors will be made with a seven-to-four Getty-to-Shutterstock ratio.
Shutterstock shareholders receive cash, Getty stock or a combination thereof for their holdings. They will end up owning approximately 45. 3% of the new company.
The company's press release primarily focuses on the benefits its scale will bring to its image-buying clients. It also talks about the company's increased size, which puts it in a position to provide "customer
"With the rapid rise in demand for compelling visual content across industries, there has never been a better time for our two businesses to come together," said Getty Images CEO Craig Peters. "By combining our complementary strengths, we can better address customer opportunities while delivering exceptional value to our partners, contributors, and stockholders. "
Getty says "content creators" will benefit from the larger company's increased ability to reach customers around the world.
The press release announcing the merger contains little information about what contributors selling their work on the platforms can expect in the near future. However, it promises that the move "provides contributors substantially greater opportunities to reach customers around the world. " We've reached out to Getty and Shutterstock to see if they have any details to share at this time, and will update the story if we hear back.
The companies have not given a timescale for closing the deal, which will require regulatory approval.
Prior to rumors of the merger beginning to swirl late last week, both companies' stock prices were down substantially year-over-year. At the beginning of 2024, Shutterstock was trading around $49 a share, compared to $29 on January 2nd, 2025. Getty's stock was around $5. 34 at the start of 2024, and $2. 11 at the start of 2025.
Press Release:
Getty Images and Shutterstock to Merge, Creating a Premier Visual Content Company
Merged company will be well
Expected annual cost synergies between $150 million and $200 million by year three
Expected to be accretive to earnings and cash flow beginning in year two
Companies will hold conference call to discuss the transaction with investment community today at 8. 30a. m. EST
NEW YORK, January 7, 2025 – Getty Images Holdings, Inc. (NYSE: GETY) and Shutterstock (NYSE: SSTK) today announced that they entered into a definitive merger agreement to combine in a merger of equals transaction, creating a premier visual content company. The combined company, which would have an enterprise value of approximately $3. 7 billion[i], will be named Getty Images Holdings, Inc and will continue to trade on the New York Stock Exchange under the ticker symbol “GETY”.
As a combined company, Getty Images and Shutterstock will offer a content library with greater depth and breadth for the benefit of customers, expanded opportunities for its contributor community and a reinforced commitment to the adoption of inclusive and representative content. Furthermore, the stronger financial profile of the combined company is expected to create increased capacity for product investment and innovation for customers in a fast
“Today’s announcement is exciting and transformational for our companies, unlocking multiple opportunities to strengthen our financial foundation and invest in the future—including enhancing our content offerings, expanding event coverage, and delivering new technologies to better serve our customers,” said Craig Peters, CEO, Getty Images. “With the rapid rise in demand for compelling visual content across industries, there has never been a better time for our two businesses to come together. By combining our complementary strengths, we can better address customer opportunities while delivering exceptional value to our partners, contributors, and stockholders. ”
“We are excited by the opportunities we see to expand our creative content library and enhance our product offering to meet diverse customer needs,” said Paul Hennessy, CEO, Shutterstock. “We expect the merger to produce value for the customers and stockholders of both companies by capitalizing on attractive growth opportunities to drive combined revenues, accelerating product innovation, realizing significant cost synergies and improving cash flow. We look forward to working closely with the Getty Images management team to complete the transaction and drive the next chapter of growth. ”
Strategic and Financial Benefits
Cutting
Complementary portfolios: Creates a broader set of visual content products across still imagery, video, music, 3D and other asset types.
Expanded opportunities for content creators: Provides contributors substantially greater opportunities to reach customers around the world.
Strengthened balance sheet and greater cash flow generation: By deleveraging the combined balance sheet through the transaction and driving more robust cash flow, the combined company will be well positioned to accelerate debt repayment, reduce borrowing costs, and capitalize on new opportunities to create value for customers and stockholders.
Significant synergies: Drives expected run rate synergies across SG&A and CAPEX between $150 million and $200 million achieved within the first three years post
Compelling Financial Profile:On a pro forma 2024 basis the combined company would have an attractive financial profile:
Revenue of between $1,979 million and $1,993 million, including 46% of subscription revenue
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Leadership and Governance
At close, Getty Imagesrstock CEO. The Chairman of the Board of Directors of the combined company will be Mark Getty, currently Chairman of Getty Images.
Transaction Details
Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Shutterstock stockholders at close can elect to receive one of the following:
$28. 84870 per share in cash for each share of Shutterstock common stock they own;
13. 67237 shares of Getty Images common stock for each share of Shutterstock common stock they own; or
a mixed consideration of 9. 17 shares of Getty Images common stock plus $9. 50 in cash for each share of Shutterstock common stock they own.
Shutterstock shareholder elections at close are subject to proration to ensure that the aggregate consideration payable by Getty Images consist of $9. 50 in cash per Shutterstock share as of immediately before close and 9. 17 shares of Getty Images stock per Shutterstock share as immediately before close.
Based on the common shares outstanding as of the signing date, the aggregate consideration payable by Getty Images would consist of $331 million in cash and 319. 4 million shares of Getty Images stock. These figures do not include the impact of unvested Shutterstock equityholders as of the signing date and do not assume any vesting of currently
Shutterstock equity holders with unvested RSU and PSU grants at close will only be eligible to receive the mixed consideration noted above upon vesting with respect to such grants. Shutterstock option holders will have their options and strike prices adjusted by a ratio equal to the sum of (i) 9. 17 and (ii) $9. 50 divided by the 10s and are subject to change between signing and close.
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. Shutterstock will, at the discretion of its Board of Directors, continue to declare and pay quarterly cash dividends, in accordance with its dividend policy, pending the close of the transaction.
Timing and Closing
The transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images’ existing debt obligations.
2025-1-8 03:20
