The combined company will be named DigitalGlobe. The new entity will have a 10-member board of directors, with six initial members from the current DigitalGlobe board and four initial members from the board of GeoEye.

   DigitalGlobe President and CEO Jeffrey Tarr will serve as President and CEO of the combined company. DigitalGlobe Chairman Gen. Howell Estes III (ret.) will serve as chairman of the new entity. The two firms said that GeoEye President and CEO Matt O’Connell would likely assist the management of the combined company in an advisory capacity.  The company will be headquartered in Colorado, have a large and important presence in Missouri and Virginia, and maintain offices in other locations around the globe.

   “The combination of DigitalGlobe and GeoEye creates a global leader in earth imagery and geospatial analysis,” Tarr said in a statement. “Together, we will create a more efficient, more diversified and more capable company, better positioned to thrive in a time of unprecedented pressure on our nation’s defense budget.  Once the merger is complete, we will emerge as an industry-leading, geospatial information business that does even more to help our customers better understand our changing planet.  In so doing, we will further enable our customers to save time, save money and save lives.”

   GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, which delivers a premium of 34 percent to GeoEye’s July 20 closing price of $15.17 per share.  Upon completion of the transaction, DigitalGlobe shareowners are expected to own approximately 64 percent of the combined company, with GeoEye shareholders owning the remaining 36 percent.

   Tarr said the transaction structure would allow both DigitalGlobe and GeoEye shareowners to participate in the substantial value creation opportunity resulting from this combination. “Bringing together the world-class talent and experience of team members from both companies, we will inspire a new wave of innovation and create value for shareowners who have invested their capital in the promise of our industry.”

   O’Connell said the combination of DigitalGlobe and GeoEye will create a global leader in earth imagery and geospatial analysis with a more diversified revenue base, a superior financial foundation and significant growth potential.

   “We are excited to be joining forces with DigitalGlobe as we believe this transaction represents the best path forward for our shareowners, our customers, and ultimately, the taxpayer,” O’Connell said in a statement.  “With an impressive constellation of commercial earth imaging satellites and complementary services, the combined company will be well positioned to achieve efficient growth, expand our international reach and create value for all stakeholders.”