Filed by DigitalGlobe, Inc. Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: GeoEye, Inc.
Commission File No. of Subject Company: 001-33015
This filing relates to the proposed strategic
combination of DigitalGlobe, Inc. and GeoEye, Inc. pursuant to the terms of an Agreement and Plan of Merger, dated as of July 22, 2012, as amended (the “Merger Agreement”), by and among DigitalGlobe, Inc., 20/20 Acquisition Sub, Inc.,
WorldView, LLC and GeoEye, Inc. The Merger Agreement, as amended, is on file with the Securities and Exchange Commission as an exhibit to the Current Reports on Form 8-K filed by DigitalGlobe, Inc. on July 23, 2012 and, with respect to the
amendment, on August 30, 2012, and is incorporated by reference into this filing.
The following is a transcript of a video
first made available to DigitalGlobe employees on November 12, 2012.
My name is Jeff Guy. I have a role in the Program Office
of focusing on the order-to-cash segment of the combination. I’m very excited about the combination. This combination is about revenue growth. It’s about growing and building the best from both parties into a new company. When focusing on
the customer, the customers have different needs. We have a customer segment from DigitalGlobe that’s part of the new company. We also have a customer segment from GeoEye part of the new company, and then a shared group of customer base. All
these customers have very different needs. As we looked at building the new company, we had combination reps from both companies. We took a system approach to start. We looked at which ear piece systems are we going to use, which base production
system are we going to use, what did we use in terms of advance production cloud services. So, knitting together the best from both companies into a system structures where we started. Now we are pivoting from looking at the system side of the
business towards looking at what is the day one experience from all these different customer segments. Today’s customer experience is
primarily out of Longmont-2 in the customer care team, but our customer care team grossly expands. We’ve got now Herndon, Thornton, still Longmont. We pick up a second site in Singapore and
also in Amsterdam. We also have a group in St. Louis, so servicing the customer from all these different locations is very important as we get started with our new company. We took an approach looking at tailored business streams. So how do we use
the used cases and make sure that the system setup and changes we’ve made are effective in the eyes of the customer? So we’ve looked at mapping the U.S. chief segment and then looking at and Daf Dap and Rock and Net segment. We then looked
at advanced production and how’s advanced production going to roll through the enterprise, airfield obstruction, civil government, location-based services and then analytics. The analytic business side of the plane we’ll look at that in
the second half of the year. So we have a very complex structure moving forward and by leveraging the used cases, we’ll able to validate that our systems decisions have been effective. We’re also looking at the customer experience in three
ways: presales, order placement/fulfillment, and then customer management. It’s not just organizaing the new business and then securing new business but then how do we drive it to the value chain and then ultimately service the customer
throughout that entire experience. By continually testing used cases we’ll be in a great position to take care of our customers post combination. I’m very optimistic about the combination, there’s a lot more planning to do between now
and the time we close and don’t underestimate it will be very complex Q1 through Q3 next year but with good planning and preparation we’re gonna take care of the customer and take care of the overall focus to the business. I’m very
optimistic about 2013 and beyond. So thank you for joining this blog and please send your feedback to dgfeedback@digitalglobe.com. Thank you.
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
DigitalGlobe Forward-Looking Statement
This document may contain or incorporate forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements relate to future events or future financial performance and generally can be identified by the use of terminology such as “may,” “will,” “should,” “expects,”
“plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,”
“continue” or “looks forward to” or the negative of these terms or other similar words, although not all forward-looking statements contain these words.
This document contains forward-looking statements relating to the proposed strategic combination of DigitalGlobe and GeoEye pursuant to a merger. All statements, other than historical facts, including
statements regarding the expected timing of the closing of the transaction; the ability of the parties to complete the transaction considering the various closing conditions; the expected benefits of the transaction such as efficiencies, cost
savings, tax benefits, enhanced revenues and cash flow, growth potential, market profile and financial strength; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking
statements. Such statements are based upon current plans, estimates and expectations that are subject to risks, uncertainties and assumptions. The inclusion of such statements should not be regarded as a representation that such plans, estimates or
expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, that (1) one or more closing conditions to the transaction may not be satisfied
or waived, on a timely basis or otherwise, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the transaction or that the required approvals by DigitalGlobe and GeoEye stockholders may not be
obtained; (2) there may be a material adverse change of GeoEye or the business of GeoEye may suffer as a result of uncertainty surrounding the transaction; (3) the anticipated benefits of the transaction may not be fully realized or may take longer
to realize than expected; (4) the costs or challenges related to the integration of DigitalGlobe and GeoEye operations could be greater than expected; (5) the ability of the combined company to retain and hire key personnel and maintain
relationships with customers, suppliers or other business partners; (6) the impact of legislative, regulatory, competitive and technological changes; (7) the risk that the credit ratings of the combined company may be different from what the
companies expect; (8) other business effects, including the effects of industry, economic or political conditions outside of the companies’ control, transaction costs and actual or contingent liabilities; (9) the outcome of any legal
proceedings related to the transaction; and (10) other risk factors as detailed from time to time in DigitalGlobe’s and GeoEye’s reports filed with the Securities and Exchange Commission (“SEC”), including their respective Annual
Reports on Form 10-K for the year ended December 31, 2011 and Quarterly Reports on Form 10-Q for the quarter ended September 30, 2012, March 31, 2012 and June 30, 2012, which are available on the SEC’s website (www.sec.gov). There can be no
assurance that the strategic combination will be completed, or if it is completed, that it will close within the anticipated time period or that the expected benefits of the strategic combination will be realized.
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Neither DigitalGlobe nor GeoEye undertakes any obligation to update any forward-looking statement to reflect
events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
Additional Information and Where to Find It
In connection with the proposed strategic combination, DigitalGlobe filed with the SEC a Registration Statement on Form S-4 that includes a joint proxy statement of DigitalGlobe and GeoEye that also
constitutes a preliminary prospectus of DigitalGlobe. The Form S-4 was declared effective by the SEC on October 30, 2012. DigitalGlobe and GeoEye filed with the SEC the definitive proxy statement/prospectus on October 30, 2012 and began mailing the
final joint proxy statement/prospectus to their respective shareholders on or about October 31, 2012. INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors may obtain the definitive joint proxy statement/prospectus , as well as other filings containing information about DigitalGlobe and GeoEye, free of charge, from the
SEC’s website (www.sec.gov). Investors may also obtain DigitalGlobe’s SEC filings in connection with the transaction, free of charge, from DigitalGlobe’s website (www.digitalglobe.com) under the tab “Investors” and then
under the heading “SEC Filings,” or by directing a request to DigitalGlobe, Inc., 1601 Dry Creek Drive, Suite 260, Longmont, Colorado 80503, Attention: Corporate Secretary. Investors may also obtain GeoEye’s SEC filings in connection
with the transaction, free of charge, from GeoEye’s website (www.geoeye.com) under the tab “About Us – Investor Relations” and then under the heading “SEC Filings,” or by directing a request to GeoEye, Inc., 2325 Dulles
Corner Boulevard, Herndon, Virginia 20171, Attention: Corporate Secretary.
Participants in the Merger Solicitation
The respective directors, executive officers and employees of DigitalGlobe and GeoEye and other persons may be deemed to be participants in the
solicitation of proxies in respect of the transaction. Information regarding the interests of the participants in the proxy solicitation is contained in the definitive joint proxy statement/prospectus. Information regarding DigitalGlobe’s
directors and executive officers is available in its definitive proxy statement filed with the SEC on April 10, 2012, and information regarding GeoEye’s directors and executive officers is available in its definitive proxy statement filed with
the SEC on April 27, 2012. These documents can be obtained free of charge from the sources indicated above. This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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