Getty Images Holdings, Inc. (GETY) and Shutterstock (SSTK) Announce Merger to Create Premier Visual Content Company

Getty Images Holdings, Inc. (NYSE: GETY) and Shutterstock (NYSE: SSTK) today revealed they have entered into a definitive merger agreement, combining forces in a landmark “merger of equals” transaction. The deal, valued at approximately $3.7 billion, will unite the two industry leaders, forming one of the world’s largest visual content companies. The newly merged entity will continue to operate under the Getty Images Holdings name and retain its ticker symbol "GETY" on the New York Stock Exchange.

A New Era for Visual Content

The merger positions the combined company to offer a significantly broader and more diverse library of visual assets. From images and videos to music and 3D content, the integration will empower customers with an extensive range of high-quality materials. The move also promises to create more opportunities for content creators, as the enlarged platform offers a global reach, enabling contributors to expand their audiences and gain access to new revenue streams.

"This merger strengthens our ability to support creators and customers with cutting-edge solutions in an ever-evolving digital landscape," said Craig Peters, CEO of Getty Images. "By combining our portfolios, we are creating a stronger, more dynamic platform that can meet the growing demands for diverse and inclusive content while innovating in areas like generative AI and 3D imagery."

Key Benefits and Synergies

The merger is set to unlock several key benefits for both customers and investors. Among the highlights:

• Expanded Content Portfolio: The combined company will offer a more comprehensive set of visual content products, including still images, videos, music, and 3D assets, catering to a diverse global customer base.

• ·Innovation Investment: With a more robust financial profile, the combined company will be well-positioned to invest in innovative technologies and content creation. This includes expanded event coverage, improved search functionalities, and advancements in artificial intelligence and 3D imagery.

• Enhanced Creator Opportunities: Content creators will benefit from greater exposure, with the merged entity’s wider platform offering better opportunities for contributors to showcase their work to customers worldwide.

• Improved Financial Outlook: The merger is expected to strengthen the combined company’s balance sheet, resulting in increased cash flow generation and the potential for accelerated debt repayment. The company aims to drive $150 million to $200 million in synergies over the next three years, with significant cost savings realized within the first two years following the transaction’s close.

Financial Profile and Leadership Structure

On a pro forma basis, the combined company is expected to generate between $1.979 billion and $1.993 billion in revenue for 2024, with subscription revenue making up approximately 46% of that total. Adjusted EBITDA is projected to fall between $569 million and $574 million, reflecting the significant scale and operational efficiencies the merger is expected to generate.

In terms of leadership, Craig Peters, the current CEO of Getty Images, will continue in the role at the helm of the merged company. The Board of Directors will include 11 members, with Peters serving as CEO and Mark Getty, current Chairman of Getty Images, assuming the role of Chairman. Shutterstock’s CEO, Paul Hennessy, will also join the Board, along with additional members from both companies.

Terms of the Transaction

Under the terms of the merger agreement, Shutterstock stockholders will have the option to receive $28.84870 in cash per share, 13.67237 shares of Getty Images common stock, or a mixed consideration of both. The deal is valued at approximately $331 million in cash and 319.4 million shares of Getty Images stock, based on the current outstanding shares of Shutterstock.

Upon the transaction’s close, Getty Images stockholders will own about 54.7% of the combined company, with Shutterstock stockholders holding around 45.3% on a fully diluted basis.

Looking Ahead

The merger is subject to shareholder approval and customary closing conditions, with the transaction expected to close in the coming months. As both companies look ahead to the integration process, the combined entity will be focused on continuing its legacy of providing high-quality visual content and innovative solutions while meeting the evolving needs of its diverse global customer base.