DigitalGlobe Says Rejected GeoEye Takeover Bid Driven by Desperation

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BORDEAUX, France — Earth observation imagery and services provider DigitalGlobe on May 6 rejected a takeover bid by rival GeoEye, saying the offer was a desperate act by a company that is about to lose a big part of its U.S. government contract revenue.

Longmont, Colo.-based DigitalGlobe said that if the two U.S.-based geospatial services companies should merge, it is DigitalGlobe, and not GeoEye, that should lead the effort. DigitalGlobe said it made just such a proposal to GeoEye. In this proposal, DigitalGlobe management would remain in their positions to run a company in which DigitalGlobe shareholders would have a 60 percent share and shareholders of Herndon, Va.-based GeoEye 40 percent.

DigitalGlobe and GeoEye are sharing, in about equal portions, a 10-year, $7.3 billion contract with the U.S. National Geospatial-Intelligence Agency (NGA) called EnhancedView. There are unconfirmed signs from U.S. government officials that EnhancedView, which is renewable every year, would suffer substantial cuts starting in fiscal year 2013, which begins next October.

In conference calls with investors the week of May 1, DigitalGlobe and GeoEye management said they remain in the dark about whether EnhancedView will in fact be slashed.

But in response to the May 4 GeoEye offer to purchase DigitalGlobe for $17 per share — or about $793 million — DigitalGlobe’s rejection said outright what company officials have been hinting to investors in recent months: In their view, GeoEye’s portion of EnhancedView is under a far more serious threat of being cut than is DigitalGlobe’s portion of the contract.

In its rejection of the GeoEye offer, DigitalGlobe said GeoEye has been trying to purchase DigitalGlobe since February — attempts that, according to DigitalGlobe, “were motivated by GeoEye’s concerns with the disproportionate risks of government budgets cuts affecting its business.”

DigitalGlobe said it rejected the GeoEye overtures and made a last attempt to turn the tables and purchase GeoEye on May 5. The company said it will cease acquisition discussions for now pending information on what, exactly, the U.S. government intends for EnhancedView.

Implicit in the DigitalGlobe response is the belief that once NGA decides on how to move forward with EnhancedView, it is GeoEye that will be the more seriously wounded of the two companies. A takeover attempt at that point may find favor with GeoEye shareholders.

In a May 4 conference call with investors to discuss his company’s acquisition proposal and his letter to DigitalGlobe outlining the offer, GeoEye Chief Executive Matthew O’Connell made no mention of the DigitalGlobe counteroffer.

“We believe you have mischaracterized subsequent discussions in your May 4 letter as well as during your Friday investor call,” DigitalGlobe Chief Executive Jeffrey R. Tarr said in a letter to O’Connell that the company released with its statement of rejection of the GeoEye purchase. “In fact, we believe your public description of such discussions in your May 4 letter is materially misleading and incomplete.”