July 23, 2012
Bernstein Liebhard LLP is investigating whether the Board of Directors of GeoEye, Inc. (“GeoEye” or the “Company”) (NASDAQ: GEOY) breached its fiduciary duty to its shareholders in agreeing to sell GeoEye to DigitalGlobe, Inc. (“DigitalGlobe”) (NYSE: DGI).
Under the terms of the agreement, GeoEye shareholders 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. The investigation is focused on the potential unfairness of the price to GeoEye shareholders and the process by which the GeoEye Board of Directors considered and approved the transaction.
Bernstein Liebhard LLP has pursued hundreds of securities, consumer and shareholder rights cases and recovered over $3 billion for its clients. It has been named to The National Law Journal’s “Plaintiffs’ Hot List” in each of the last nine years.