GeoEye Inc. (NASDAQ:GEOY) Investor Investigation Over Potential Breaches Of Fiduciary Duties In Connection With The Proposed Takeover By DigitalGlobe

If you purchased shares of GeoEye Inc. (NASDAQ:GEOY) prior to July 23, 2012, and currently hold any of those NASDAQ:GEOY shares, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to, or call us at (858) 779-1554.
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July 24, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in GeoEye Inc. (NASDAQ:GEOY) shares was announced concerning whether the offer by DigitalGlobe, Inc to acquire GeoEye Inc. at a value of $20.27 per NASDAQ:GEOY share and the takeover process are unfair to investors in NASDAQ:GEOY shares.

The investigation by a law firm concerns whether certain officers and directors of GeoEye Inc. breached their fiduciary duties owed to NASDAQ:GEOY investors in connection with the proposed acquisition.

On July 23, 2012, DigitalGlobe, Inc. (NYSE: DGI) and GeoEye, Inc. (NASDAQ: GEOY) announced that the boards of directors of both companies have approved a merger agreement under which the companies will combine in a stock and cash transaction valued at approximately $900 million.

Under the terms of the proposed transaction, GeoEye shareowners will have the right to elect either 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash, 100% of the consideration in cash ($20.27) or 100% of the consideration in stock (1.425 shares of DigitalGlobe common stock), for each share of GeoEye stock they own, with the amount of cash and stock subject to proration depending upon the elections of GeoEye shareholders, such that aggregate consideration mix reflects the ratio of 1.137 shares of DigitalGlobe common stock and $4.10 per share in cash. Based upon the closing prices of DigitalGlobe and GeoEye as of July 20, 2012, the transaction delivers a premium of 34% to GeoEye's July 20, 2012 closing price of $15.17 per share.
Following the takeover news NASDAQ:GEOY shares jumped from $15.15 per share on Friday to $20.43 per share on Monday and as high as $22.90 per share on Tuesday, July 24, 2012, thus exceeding the current offer..

In addition, at least one analyst has set the target price for NASDAQ:GEOY shares at $30 per share and GEOY shares traded as early as May 4, 2012 at $24.83 per share, thus above the current offer. In fact, NASDAQ:GEOY shares traded in July 2011 as high as $41.65 per share and in February 2011 as high as $44.41 per share, more than twice the current offer.

Furthermore, GeoEye Inc. has performed well for its investors in the past. In fact, GeoEye Inc. (NASDAQ:GEOY) reported that its annual Revenue increased from $146.66million in 2008 to $356.41million in 2011 and its Net Income rose from $26.61million in ’08 to $56.61million in 2011.

Shares of GeoEye Inc. (NASDAQ:GEOY) grew from as low as $15.02 per share in December 2008 to as high as $45.60 per share in November 2010.

Therefore, the investigation for NASDAQ:GEOY investors concerns whether the proposed transaction is unfair to GeoEye stockholders. Specifically, the investigation focuses on whether the GeoEye Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.