| Image: Getty Images, Shutterstock |
Getty Images and Shutterstock are being billed as a similar merger. The new company will be called Getty Images Holdings Inc. and under the deal, Getty Images’ CEO will retain his position as head of the new company, while Getty’s chairman will also chair the new company’s board. The board of directors will be composed of a seven-to-four Getty-to-Shutterstock ratio.
Shutterstock shareholders receive cash, Getty stock, or a combination thereof for their holdings. Ultimately he will own about 45.3% stake in the new company.
The company’s press release focuses primarily on the benefits its scale will bring to image purchasing customers. It also talks about the company’s increased size, which positions it to provide “customer-facing technologies” such as “generative AI.” Both Getty and Shutterstock currently offer their own AI image generators and promise that the tool’s outputs are safe for commercial use.
“With the demand for compelling visual content growing rapidly across industries, there has never been a better time for our two businesses to come together,” said Craig Peters, CEO of Getty Images. “By combining our complementary strengths, we can better address client 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 provided little information about what contributors selling their work on the platform can expect in the near future. However, it promises that the move “provides significantly greater opportunities for contributors to reach customers around the world.” We’ve contacted 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 did not give any timeline for completing the deal, which will require regulatory approval.
Before merger rumors spread late last week, both companies’ share prices had declined significantly year-to-date. At the beginning of 2024, Shutterstock was trading around $49 per share, while on January 2, 2025, it was at $29. Getty’s stock was worth about $5.34 at the beginning of 2024 and $2.11 at the beginning of 2025.
Press release:
Getty Images and Shutterstock merge, creating a premiere visual content company
- The merged company will be well-positioned to meet the growing needs of the creative, media and advertising industries through joint investments in content creation, event coverage and product and technology innovation.
- Expected annual cost savings by year three will be between $150 million and $200 million
- Income and cash flow are expected to increase from the second year onwards
- The companies will hold a conference call to discuss the transaction with the investment community today at 8:30 a.m. EST
New York, January 7, 2025 – Getty Images Holdings, Inc. (NYSE: GETTY) and Shutterstock (NYSE: SSTK) today announced that they have entered into a definitive merger agreement to combine in a merger of similar transactions to create a leading visual content. Company. The combined company, which will 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 stronger commitment to embracing inclusive and representative content. Additionally, the stronger financial profile of the combined company is expected to create enhanced capacity for product investment and innovation for customers in a rapidly evolving and highly competitive environment.
Craig Peters said, “Today’s announcement is exciting and transformational for our companies, opening up many opportunities to strengthen our financial foundation and invest in the future – including enhancing our content offering, expanding event coverage, “And that includes providing new technology to better serve our customers.” CEO, Getty Images. “With the demand for compelling visual content increasing rapidly 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 client opportunities while delivering exceptional value to our partners, contributors and stockholders.
“We are excited by the opportunities to expand our creative content library and enhance our product offerings to meet the diverse needs of our clients,” said Paul Hennessy, CEO of Shutterstock. “We expect the merger will create value for customers and stockholders of both companies by capitalizing on attractive growth opportunities to increase combined revenues, accelerate product innovation, realize significant cost synergies and improve cash flows. We look forward to working closely with the Getty Images management team to close the transaction and pursue the next chapter of growth.”
Strategic and financial benefits
- Cutting-edge Innovation: Facilitates innovative content creation, expanded event coverage, and greater investment in customer-facing technologies and capabilities like search, 3D imagery, and generative AI.
- Complementary Portfolio: Builds a comprehensive set of visual content products across still imagery, video, music, 3D and other asset types.
- Expanded opportunities for content creators: Provides significantly more opportunities for contributors to reach customers around the world.
- Stronger balance sheet and greater cash flow generation: By reducing the combined balance sheet and driving more robust cash flow through the transaction, the combined company will create value by accelerating debt repayments, reducing borrowing costs and taking advantage of new opportunities. Will be in good shape for. Customers and Shareholders.
- Significant Synergies: Drives expected run rate synergies of between $150 million and $200 million in SG&A and CAPEX, achieved within the first three years following closing, with approximately two‑thirds to be delivered within the first twelve to twenty-four months. are supposed to.
- Compelling Financial Profile: The combined company will have an attractive financial profile as of 2024:
- Revenue between $1,979 million and $1,993 million, including 46% of subscription revenue
- Pre-synergy EBITDA between $569 million and $574 million
- Pre-synergy adjusted EBITDA between $461 million and $466 million less capital expenditures
- Pre-Synergy Net Leverage of 3.0x Pro Forma 2024 Pre-Synergy EBITDA
leadership and governance
Finally, Craig Peters, CEO of Getty Images, will serve as CEO of the combined company. The combined company will have an eleven-member board of directors, including Craig Peters, CEO of Getty Images, six directors nominated by Getty Images, and four directors nominated by Shutterstock, including Paul Hennessy, Shutterstock CEO. The board of directors of the combined company will be chaired by Mark Getty, who is 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’s closely held shareholders may elect to receive one of the following:
- $28.84870 in cash per share for each share of Shutterstock’s common stock;
- 13.67237 shares of Getty Images common stock for each share of Shutterstock they owned; Or
- A mixed consideration of 9.17 shares of Getty Images’ common stock and $9.50 in cash for each share of Shutterstock’s common stock.
Shutterstock shareholder elections at closing are subject to proration to ensure that the total consideration payable by Getty Images includes $9.50 cash per Shutterstock share immediately prior to closing and 9.17 shares of Getty Images stock per Shutterstock share immediately prior to closing.
Based on common shares outstanding as of the signing date, the total consideration payable by Getty Images will consist of $331 million in cash and 319.4 million shares of Getty Images stock. These figures do not include the impact of uninvested Shutterstock equityholders as of the date of signing and do not anticipate any implications for Shutterstock equity holdings currently unvested between signing and closing.
Shutterstock Equity holders with unvested RSU and PSU grants will be eligible to receive the dilutive consideration described above only when vesting with respect to such grants. Shutterstock Option holders will have their options and the strike price adjusted pro rata equal to the sum of (i) $9.17 and (ii) $9.50 per share of Getty Images common stock for the period ending two (2) days The daily average will be divided by the closing stock price. ) on the business day before closing, as quoted on the NYSE. The equity treatment will take into account any employment contracts in place at the closing of the transaction. Total cash and share amounts are estimated and subject to change between signing and closing.
Ultimately, 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 until the closing of the transaction.
time and closing
The transaction is subject to the satisfaction of customary closing conditions, including the receipt of necessary regulatory approvals, the approval of Getty Images and Shutterstock stockholders and the extension or refinancing of Getty Images’ existing debt obligations.
