GeoEye Proposes Acquisition Of DigitalGlobe for $17/Share; Combination Creates Increased Value For Customers And Shareholders

GeoEye, Inc.

today announced that it is proposing to acquire DigitalGlobe, Inc.

. The combined company would create the world's largest fleet of high resolution commercial imagery satellites. The new company would be well-positioned to meet the evolving needs of the U.S. government and other customers in this fiscally constrained environment. We will also continue to invest in new information, analytic services and the most technologically advanced commercial satellites for government and commercial customers around the world. Matt O'Connell, chief executive officer and president of GeoEye, said, "This proposal delivers exceptional value for the combatant commanders, national decision makers, civil users and disaster relief workers, who have a critical need for unclassified commercial imagery. It also provides benefits for the taxpayer. It offers our Government a way to get the information it needs while still reducing its funding obligations. The synergies in the combination will also benefit the shareholders of both companies." O'Connell continued, "In the face of significant pressure on the U.S. defense budget and intensifying international competition, a combined company will be better positioned to provide the U.S. government with the time-sensitive geospatial intelligence that is needed to support its mission in a very cost-effective manner during these fiscally conservative times. The government is looking to its providers for innovative solutions, and we believe this is the best option to achieve that." The proposed transaction would give DigitalGlobe shareholders $17.00 per share in total consideration, payable $8.50 per share in cash and $8.50 in GeoEye stock, or 0.3537 shares of GeoEye stock for each share of DigitalGlobe stock. This price represents a 26% premium to DigitalGlobe's closing share price on May 3, 2012. The proposal is structured to provide DigitalGlobe shareholders with the opportunity to participate in the dynamic future growth of the combined company.