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Getty Shareholders Unhappy with Sale


The same day that Getty Images announced that it had accepted a $2.4 billion buyout by private-equity firm Hellman & Friedman, shareholders filed a class-action lawsuit claiming that the stock agency had not looked after their interests and had accepted an undervalued bid.

The long-rumored deal, worth $34 per share, was confirmed on Feb. 25 and is expected to close in the second or third quarter of this year. The merger has been approved by Getty's board of directors, it was still subject to shareholder approval at press time.

Securities and Exchange Commission filings for the transaction indicate that Getty had left room for better offers. Bids well over $40 per share had been tendered by other parties, but in settling with Hellman & Friedman, Getty had to take into account its lower-than-expected profits for 2007, the company said.

Interest in Getty had come mostly from private-equity firms, although early documents list Adobe, Google, Sony, Reuters and News Corp. as potential buyers. It also carried on a conversation with a "Strategic Party C" through the Feb. 25 announcement.

Shares on Feb. 25 closed 29 percent higher ($31.67) than the last market day. The $34-a-share bid from Hellman & Friedman was estimated from Getty's stock value at the time it initiated the buyout process. Initial interest was valued at up to $45 per share. As of early May, the stock price had increased to $33 per share.

 A William Blair analyst, Troy Mastin, has downgraded Getty to "market perform," although first-quarter results were better than expected. He is expecting a buyout to go through.Before the sale was made, Getty Images' banker, Goldman Sachs, had forecast that Getty's iStockphoto division would more than double in value by 2012. This year, iStockphoto, the royalty-free microstock model is estimated to generate $122 million in revenue, while by 2012 it is projected to make $262 million.