Getty Images and Shutterstock to merge in $3.7 billion deal
Historic merger combines two leading visual content companies with expected annual cost synergies of $150-200 million by year three.
In a significant consolidation of the visual content industry announced today, January 7, 2025, Getty Images Holdings, Inc. (NYSE: GETY) and Shutterstock (NYSE: SSTK) have entered into a definitive merger agreement, creating a premier visual content company valued at approximately $3.7 billion.
According to the terms of the agreement, which was unanimously approved by both companies' boards of directors, Shutterstock stockholders can elect to receive either $28.84870 in cash per share, 13.67237 Getty Images shares per share, or a mixed consideration of 9.17 Getty Images shares plus $9.50 in cash for each Shutterstock share they own.
Craig Peters, CEO of Getty Images, will lead the combined company as Chief Executive Officer. The new entity will maintain the Getty Images Holdings name and continue trading on the New York Stock Exchange under the ticker symbol "GETY". Mark Getty, currently Chairman of Getty Images, will serve as Chairman of the combined company's eleven-member Board of Directors.
The merger brings together complementary strengths in visual content creation and distribution. According to Peters, "By combining our complementary strengths, we can better address customer opportunities while delivering exceptional value to our partners, contributors, and stockholders."
The combined company expects to achieve annual cost synergies between $150 million and $200 million by the third year following the merger's completion. Approximately two-thirds of these savings are projected to be realized within the first twelve to twenty-four months. The transaction is expected to be accretive to earnings and cash flow beginning in year two.
Financial projections indicate strong performance metrics for the merged entity. According to company statements, the combined business expects 2024 revenue between $1.979 billion and $1.993 billion, with subscription revenue accounting for 46% of total revenue. Pre-synergy EBITDA is projected at $569-574 million, with pre-synergy net leverage of 3.0x pro forma 2024 pre-synergy EBITDA.
In terms of ownership structure, Getty Images stockholders will control approximately 54.7% of the combined company, while Shutterstock stockholders will own approximately 45.3% on a fully diluted basis.
The merger significantly expands technological capabilities and content offerings. The combined entity will leverage both companies' expertise in artificial intelligence, with enhanced capabilities in search, 3D imagery, and generative AI technologies. The consolidated platform will serve more than 1.4 million annual subscribers and customers across 200 countries.
Paul Hennessy, CEO of Shutterstock, emphasized the strategic rationale: "We expect the merger to produce value by capitalizing on attractive growth opportunities to drive combined revenues, accelerating product innovation, realizing significant cost synergies and improving cash flow."
The transaction remains subject to customary closing conditions, including regulatory approvals and stockholder consent from both companies. Additionally, the deal requires the extension or refinancing of Getty Images' existing debt obligations.
Berenson & Company, LLC and J.P. Morgan Securities LLC are serving as financial advisors to Getty Images, with Skadden, Arps, Slate, Meagher & Flom LLP providing legal counsel. Allen & Company LLC is acting as exclusive financial advisor to Shutterstock, while White & Case LLP serves as legal advisor.
The companies will hold a conference call today at 8:30 a.m. EST to discuss the transaction details with the investment community. The webcast will be accessible through the Investor Relations sections of both companies' websites.
This strategic combination marks a pivotal moment in the visual content industry, creating a comprehensive platform that aims to better serve creators, customers, and stakeholders in an increasingly digital and visually-driven global marketplace.