8-K: Shutterstock and Getty Images Receive Second Request from DOJ, Merger Timeline Remains in Second Half of 2025

Shutterstock and Getty Images have each received a second request for information from the U.S. Department of Justice (DOJ) regarding their proposed merger, extending the waiting period under the Hart-Scott-Rodino Act.

Summary

• Shutterstock and Getty Images received a second request for additional information from the DOJ regarding their proposed merger on April 2, 2025.
• This request extends the waiting period imposed by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) until 30 days after both companies substantially comply with the request, unless the period is voluntarily extended or terminated sooner by the DOJ.
• Both companies intend to cooperate with the DOJ and other regulators to obtain clearance for the transaction.
• The transaction is still subject to Shutterstock stockholder approval and other customary closing conditions.
• Both parties continue to expect the transaction to close in the second half of 2025.

Sentiment

Score: 5

Explanation: The sentiment is neutral as the announcement primarily conveys procedural updates regarding regulatory review of the merger. While the second request introduces a potential delay, the companies express commitment to cooperation and still expect the merger to close in the second half of 2025.

Positives

• Both Shutterstock and Getty Images are committed to cooperating with the DOJ to address the second request.
• The companies still anticipate closing the transaction in the second half of 2025.

Negatives

• The second request from the DOJ extends the waiting period under the HSR Act, potentially delaying the merger.

Risks

• Failure to obtain regulatory or stockholder approvals in a timely manner.
• Failure to satisfy other closing conditions to the transaction.
• Negative effects of the announcement of the transaction on the ability of Shutterstock or Getty Images to retain and hire key personnel and maintain relationships with customers, suppliers and others.
• Risks that the businesses will not be integrated successfully or that the combined company will not realize expected benefits, cost savings, accretion, synergies and/or growth.
• Potential litigation associated with the transaction.
• Potential changes in the Getty Images stock price that could negatively impact the value of the consideration offered to the Shutterstock stockholders.
• The occurrence of any event that could give rise to the termination of the proposed transaction.
• Getty Images ability to complete any refinancing of its debt or new debt financing on a timely basis, on favorable terms or at all.

Future Outlook

Both parties continue to expect the transaction to close in the second half of 2025, subject to stockholder approval and other customary closing conditions.

Industry Context

The merger between Shutterstock and Getty Images represents a significant consolidation in the visual content creation and marketplace industry, potentially impacting competition and innovation in the sector.

Stakeholder Impact

• The merger could impact shareholders through changes in stock value and potential synergies.
• Employees may be affected by potential restructuring and integration efforts.
• Customers could experience changes in pricing, content offerings, and service quality.
• Suppliers may face altered relationships and contract terms.
• Creditors could be impacted by changes in the combined company's financial structure.

Next Steps

• Shutterstock and Getty Images will continue to cooperate with the DOJ and other non-US regulators to obtain regulatory clearance.
• Shutterstock will hold a special meeting of stockholders to consider certain proposals related to the Merger Agreement.

Key Dates

Keywords

merger, Shutterstock, Getty Images, DOJ, HSR Act, regulatory approval, acquisition