Jan 7 (Reuters) - Shutterstock ( SSTK ):

* SHUTTERSTOCK INC ( SSTK ): COMBINED CO WOULD HAVE ENTERPRISE VALUE

OF

ABOUT $3.7 BILLION

* GETTY IMAGES AND SHUTTERSTOCK TO MERGE, CREATING A PREMIER

VISUAL CONTENT COMPANY

* SHUTTERSTOCK INC ( SSTK ): COMBINED COMPANY WOULD HAVE AN

ENTERPRISE

VALUE OF APPROXIMATELY $3.7 BILLION

* SHUTTERSTOCK INC ( SSTK ): PROPOSED DEAL EXPECTED TO BE ACCRETIVE

TO

EARNINGS AND CASH FLOW BEGINNING IN YEAR TWO

* SHUTTERSTOCK INC ( SSTK ): DEAL EXPECTED TO BE ACCRETIVE TO

EARNINGS AND

CASH FLOW BEGINNING IN YEAR TWO

* SHUTTERSTOCK ( SSTK ): AT CLOSE, GETTY IMAGES STOCKHOLDERS WILL OWN

ABOUT

54.7% & CO STOCKHOLDERS TO OWN ABOUT 45.3% OF COMBINED CO ON

FULLY DILUTED BASIS

* SHUTTERSTOCK ( SSTK ): SHUTTERSTOCK STOCKHOLDERS AT DEAL CLOSE CAN

ELECT

TO RECEIVE $28.84870/SHARE IN CASH FOR EACH SHARE OF

SHUTTERSTOCK OWNED

* SHUTTERSTOCK ( SSTK ): CO'S STOCKHOLDERS AT DEAL CLOSE CAN GET

13.67237

SHARES OF GETTY IMAGES COMMON STOCK FOR EACH SHARE OF

SHUTTERSTOCK COMMON STOCK OWNED

* SHUTTERSTOCK ( SSTK ): UNDER DEAL, STOCKHOLDERS MAY ELECT TO GET

MIXED

CONSIDERATION OF 9.17 SHARES OF GETTY IMAGES STOCK PLUS $9.50 IN

CASH PER CO'S SHARE

* SHUTTERSTOCK ( SSTK ): AGGREGATE CONSIDERATION PAYABLE BY GETTY

IMAGES

WOULD CONSIST OF $331 MILLION IN CASH AND 319.4 MILLION SHARES

OF GETTY IMAGES STOCK

* SHUTTERSTOCK ( SSTK ): COMBINED CO WILL BE NAMED GETTY IMAGES

HOLDINGS,

INC, WILL CONTINUE TO TRADE ON NYSE UNDER "GETY"

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