Shutterstock (SSTK) M&A Announcement summary

Deal rationale and strategic fit

• Merger creates a transformational visual content company with a strong financial foundation, serving creative, media, and advertising industries globally.

• Both companies bring highly complementary strengths, combining exclusive content, strong brands, and leadership in categories like 3D, music, and GIPHY.

• Broader set of visual content products across still imagery, video, music, 3D, and generative AI, with expanded event coverage and customer-facing technologies.

• Expanded distribution channels and increased availability of new and exclusive content for contributors and customers, benefiting over 1.4 million annual subscribers in more than 200 countries.

• Enhanced ability to invest in innovation, content expansion, and AI technologies, with a reinforced commitment to inclusive and representative content.

Financial terms and conditions

• Shutterstock shareholders can elect cash ($28.84870/share), stock (13.67237 Getty shares/share), or mixed consideration (9.17 Getty shares + $9.50 cash/share), subject to proration.

• Aggregate consideration: $331 million in cash and 319.4 million Getty Images shares, excluding unvested equity.

• Post-close, Getty Images shareholders will own 54.7% and Shutterstock shareholders 45.3% of the combined company.

• Pro-forma market cap over $2.2 billion and enterprise value of ~$3.7 billion.

• Pro forma 2024 revenue expected between $1,979M and $1,993M, with pre-synergy EBITDA of $569M–$574M.

Synergies and expected cost savings

• Estimated annual cost synergies of $150M–$200M by year three, with about two-thirds achievable within 12–24 months post-close.

• Synergies primarily from SG&A (88–90%) and capex (10–12%), with $75–$100 million in cash costs to achieve, mostly in the first year.

• No significant top-line synergies expected from data licensing; focus is on operational and cost synergies.

• Merger expected to be accretive to earnings and cash flow beginning in year two.

• Projected to be accretive to earnings and cash flow starting in year 2.