Shutterstock to merge with Getty Images; mixed election gets $9.50 cash and 9.17 GETY shares per SSTK share

Shutterstock, Inc.

Consideration per SSTK share: $9.50 cash + 9.17 GETY shares (mixed), $28.85 all-cash, or 13.67 GETY shares all-stock; elections subject to proration.
Termination fees: Shutterstock pays $32.7M for superior proposal; Getty pays $32.7M or $40M if financing fails after condition satisfaction.
Post-closing: Mark Getty as Chairman, Craig Peters as CEO; board expands to 11 members including 4 from Shutterstock.
Jonathan Oringer (31% SSTK voting power) agrees via Voting Agreement to support merger and waive appraisal rights.
Closing requires HSR clearance, S-4 effectiveness, Getty refinancing to extend debt maturity to 2028+, and stockholder approvals.

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