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Getty Images recommends $2.4 billion takeover by Hellman & Friedman

25 February 2008

Getty Images Inc. has announced a definitive merger agreement to be acquired by affiliates of the private equity firm Hellman & Friedman LLC in a transaction valued at approximately $2.4 billion, including the assumption of existing debt.

Under the terms of the agreement, Getty Images stockholders will receive $34 in cash for each outstanding share of common stock they own. This price represents a premium of approximately 55 percent over the closing price on 18 January, 2008 - the last trading day before the Company announced that it was exploring strategic alternatives.

The Board of Directors of Getty Images has approved the merger agreement and resolved to recommend that Getty Images’ stockholders approve the transaction. The transaction is not subject to a financing condition and is expected to close in the second quarter of 2008.

“Our Board of Directors has thoroughly evaluated strategic alternatives for Getty Images and has determined that this outcome is in the best interests of our stockholders as it provides them with superior and certain value. Furthermore, Hellman & Friedman brings specific industry expertise and support for the vision of the Company’s management team that will benefit our employees, customers and partners,” said Jonathan Klein, co-founder and chief executive officer of Getty Images.

“Just over a decade ago we started Getty Images with little more than a vision and have achieved industry leadership due to the extraordinary talent, effort and commitment of our employees and partners. We are enthusiastic about entering the next phase of Getty Images’ evolution by partnering with Hellman & Friedman as we continue to provide innovative offerings to businesses and consumers in a very dynamic digital media environment.”

Andy Ballard, managing director of Hellman & Friedman, said, “Getty Images is the leader and pioneer in the visual content and digital media business. We believe in the vision and execution capabilities of Jonathan Klein and his team, and share their commitment to the Company’s stakeholders and customers.”

Financing commitments have been provided by Barclays Capital, GE Commercial Finance and RBS Greenwich Capital. In addition, Getty Investments and certain related parties, including the co-founder and chairman, Mark Getty, who collectively hold approximately 15 percent of the Company’s shares, have agreed to vote in favor of the transaction and rollover their shares into the acquiring entity.

For more information, visit www.hf.com.


Contacts
 

Investors:
Tom Oberdorf
SVP, Chief Financial Officer
Tel: +1 206.925.6005
Email: tom.oberdorf@gettyimages.com

Media:
Edelman for Getty Images
Susan Stillings
Tel: +1 212.704.4559
Email: susan.stillings@edelman.com

Getty Images
Bridget Russell
Director, Communications
Tel: +1 206.925.6405
Email: bridget.russel@gettyimages.com

Hellman & Friedman LLC
Steve Bruce /
The Abernathy MacGregor Group
Tel: +1 212-371-5999
Email: sb@abmac.com