425: Shutterstock and Getty Images Merger: Customer Communication Guidelines

This document provides guidelines for Shutterstock employees on how to address customer questions regarding the announced merger with Getty Images, emphasizing business as usual until the deal closes.

Summary

• This document is a guide for Shutterstock employees to manage customer inquiries about the potential merger with Getty Images.
• It emphasizes that until the deal closes, both companies will operate independently and it's business as usual for customers.
• The guide provides talking points, general guidelines, and answers to anticipated customer questions.
• It stresses the importance of transparency, honesty, and avoiding speculation about the merger.
• The document also outlines that customers will be promptly notified of any public information that impacts their relationship with Shutterstock.
• It clarifies that current agreements and pricing remain in place and that both companies are committed to providing world-class customer service.
• The merger is subject to regulatory approvals and the companies are working to close the transaction.
• Shutterstock intends to file a proxy statement with the SEC, which will be included in Getty Images' registration statement on Form S-4.
• The document includes forward-looking statements about the merger, which are subject to risks and uncertainties.

Sentiment

Score: 7

Explanation: The document is generally positive about the potential benefits of the merger, but also acknowledges the risks and uncertainties involved. The tone is professional and focused on managing customer expectations.

Positives

• The merger is expected to result in a larger content library for customers.
• The combined company plans to invest in innovative content and technologies.
• Customers will be promptly notified of any changes that impact their relationship with Shutterstock.
• Shutterstock is committed to maintaining world-class customer service.
• The document provides clear guidelines for employees to manage customer inquiries.

Negatives

• The document acknowledges that there are no guarantees around pricing, contracts, or timing.
• The merger is subject to regulatory approvals, which could cause delays.
• There is a risk that the businesses will not be integrated successfully.
• The document mentions potential litigation associated with the transaction.
• There is a risk of negative effects on the ability of Shutterstock or Getty Images to retain and hire key personnel.

Risks

• Failure to obtain regulatory or stockholder approvals could prevent the merger.
• There is a risk of not satisfying other closing conditions to the transaction.
• The merger could negatively impact the ability of Shutterstock or Getty Images to retain key personnel.
• The businesses may not be integrated successfully, and expected benefits may not be realized.
• There are risks related to unanticipated costs of integration and potential litigation.
• The announcement of the transaction could impact relationships with suppliers, customers, employers, and regulators.
• Changes in Getty Images stock price could negatively impact the value of the consideration offered to Shutterstock stockholders.
• There is a risk of the termination of the proposed transaction.
• Getty Images may not be able to complete any refinancing of its debt or new debt financing on a timely basis.

Future Outlook

The document outlines the expected benefits of the merger, including a larger content library and increased investment in innovation, but also acknowledges the risks and uncertainties involved in completing the transaction and integrating the businesses.

Management Comments

• There are no immediate changes as a result of the announcement.
• Until the deal is closed, Shutterstock and Getty remain independent companies and it is business as usual for our customers.
• Once the deal is closed, as a combined company, we expect our customers to benefit from a content library with greater depth and breadth, and increased capacity to invest in innovative content, expanded event coverage, and customer-facing technologies and capabilities, such as search, 3D and generative AI.
• Shutterstock is committed to providing your company the world class customer service and support you have become accustomed to.

Industry Context

This merger announcement reflects a trend of consolidation in the digital media and content licensing industry, where companies are seeking to expand their offerings and market reach. The merger between Shutterstock and Getty Images could create a dominant player in the market, potentially impacting smaller competitors and the overall competitive landscape.

Comparison to Industry Standards

• The merger between Shutterstock and Getty Images is a significant consolidation in the stock media industry, similar to the acquisition of Fotolia by Adobe in 2014.
• The combined entity will likely compete with other large players like Adobe Stock and smaller niche providers.
• The success of the merger will depend on the ability to integrate the two platforms and maintain customer satisfaction, similar to the challenges faced by other companies during mergers.
• The focus on expanding content libraries and investing in AI is consistent with industry trends.

Stakeholder Impact

• Shareholders of both companies will be impacted by the merger and will need to vote on the transaction.
• Customers of both companies will be impacted by the merger, potentially benefiting from a larger content library and new technologies.
• Employees of both companies may experience changes in their roles and responsibilities.
• Suppliers and other business partners may be impacted by the merger.

Next Steps

• Shutterstock intends to file a proxy statement with the SEC.
• Getty Images will file a registration statement on Form S-4.
• The companies will seek regulatory approvals for the merger.
• The definitive proxy and information statement/prospectus will be mailed to stockholders of Getty Images and Shutterstock.

Key Dates

Keywords

merger, Shutterstock, Getty Images, acquisition, customers, contracts, pricing, regulatory approvals, integration, proxy statement