Getty Images to acquire Shutterstock for $9.50 cash + 9.17 GETY shares per SSTK share

Getty Images Holdings, Inc.

Consideration per share: Mixed Election $9.50 cash + 9.17 GETY shares; Cash Election $28.85; Stock Election 13.67 GETY shares; proration applies.
Closing conditions: SSTK shareholder approval, HSR clearance, Getty debt modifications to extend maturities past Feb 2028, tax opinion.
Termination fees: $32.7M from SSTK to GETY in certain cases; $32.7M or $40M from GETY to SSTK depending on circumstance.
Post-close board: 11 members (4 from Shutterstock); CEO Craig Peters and Chairman Mark Getty to remain in roles.
Getty Family Stockholders and Koch Investor (~66% of GETY shares) already approved stock issuance; no further GETY vote needed.

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