Shutterstock, Inc. - US8256901005 - Слияние

АО "ФИНАМ" сообщает, что поступила информация от НРД НКО АО о корпоративном действии «Слияние»

Обновление от 19.05.2026

Поступила дополнительная информация о КД. 
Обновлены сроки проведения КД.

Обращаем внимание, что в настоящий момент существуют ограничения при участии в корпоративных действиях по иностранным ценным бумагам.
 

NOTE/NO LEGAL DOCUMENTATION TO BECOMPLETEDCAED/MERGER WITH ELECTION

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UPDATE 18/05/2026: DEADLINE EXTENDED
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END OF UPDATE.
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UPDATE 29/04/2026: DEADLINE EXTENDED
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UPDATE 27/03/2026: DEADLINE EXTENDED
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UPDATE 31/12/2025:
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DEADLINE EXTENDED.
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END OF UPDATE
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UPDATE 11/11/2025: DEADLINE EXTENDED
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END OF UPDATE
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UPDATE 24/10/2025: DEADLINES HAVE BEEN EXTENDED.
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END OF UPDATE.
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UPDATE 10/10/2025: CASH RATE FOR OPTION 1 HAS BEEN UPDATED
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TAX US IRC SECTION 302:
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THIS EVENT FALLS WITHIN SECTION 302 OF THE US INTERNAL REVENUE
CODE. THIS MEANS THAT BY DEFAULT A 30 PERCENT US DIVIDEND
WITHHOLDING TAX WILL BE DEDUCTED ON THE EXPECTED PROCEEDS BY
EUROCLEAR BANK'S DEPOSITORY AS US WITHHOLDING AGENT. IF HOWEVER
PARTICIPANTS PROVIDE THE BELOW-MENTIONED CERTIFICATION WITHIN 50
CALENDAR DAYS OF THE PAYMENT OF THE PROCEEDS, THE EVENT WILL BE
TREATED AS A DISTRIBUTION IN EXCHANGE FOR STOCK AND THUS AS A
TAX-EXEMPT CAPITAL GAIN IN THE HANDS OF NON-US BENEFICIAL OWNERS
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CONDITIONS TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT
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A BENEFICIAL OWNER WHICH IS PROPERLY DOCUMENTED AS A NON-RESIDENT
ALIEN FOR US TAX PURPOSES MAY CLAIM EXEMPT CAPITAL GAINS TREATMENT
IF THEY CERTIFY THAT, AS A CONSEQUENCE OF THE SECTION 302 EVENT,
EITHER:
(I) THEIR PROPORTIONATE INTEREST IN THE DISTRIBUTING COMPANY HAS
REDUCED, OR
(II) THEIR INTEREST IN THE DISTRIBUTING COMPANY HAS BEEN
COMPLETELY TERMINATED.
.
IF NEITHER OF THE ABOVE TESTS IS SATISFIED, THE BENEFICIAL OWNER
WILL BE TREATED AS HAVING RECEIVED A TAXABLE DIVIDEND TO THE
EXTENT OF THE OWNER'S ALLLOCABLE PORTION OF THE CURRENT AND
ACCUMULATED EARNINGS AND PROFITS OF THE COMPANY, AS DETERMINED FOR
US FEDERAL TAX PURPOSES.
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HOW TO APPLY FOR A TAX REFUND IF THE BENEFICIAL OWNER IS ELIGIBLE
TO CLAIM EXEMPT CAPITAL GAINS TAX TREATMENT:
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IN ORDER TO CLAIM CAPITAL GAINS TAX TREATMENT, PARTICIPANTS AND
BENEFICIAL OWNERS (AS APPROPRIATE) MUST COMPLETE THE RELEVANT
FORMS AND SEND A COPY WITHIN 50 CALENDAR DAYS AFTER THE PAYMENT
DATE OF THE CASH PROCEEDS TO THE FOLLOWING ADDRESS:
TAX.USA(AT)EUROCLEAR.COM
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DOCUMENTATION:
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YOU MAY REQUEST THE FORMS (APPENDIX A AND APPENDIX B) EITHER VIA
E-MAIL OR VIA THE WEBSITE:
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A. E-MAIL:
SEND AN E-MAIL TO CADOCS(AT)EUROCLEAR.COM. INDICATE IN THE
SUBJECT OF YOUR E-MAIL THE FOLLOWING REFERENCE 609668-299
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NOTE: IN THE RARE CASE THAT THE SIZE OF THE CA DOCUMENT EXCEEDS
10 MB, IT WILL NOT BE POSSIBLE TO SEND IT VIA E-MAIL
YOU WILL RECEIVE AN E-MAIL INFORMING YOU THAT THE DOCUMENT WILL
BE AVAILABLE ONLY VIA THE WEBSITE
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B. THE EUROCLEAR WEBSITE (MY.EUROCLEAR.COM):
TO ACCESS THE DOCUMENTATION, LOG IN OR GO THROUGH TO MYEUROCLEAR
AS A GUEST.
YOU CAN DOWNLOAD THE DOCUMENT(S) BY ENTERING THE CORPORATE ACTION
NOTIFICATION NUMBER 609668 IN THE SEARCH BOX ON MY.EUROCLEAR.COM
MY APPS CORPORATE ACTIONS
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OR UPON REQUEST TO TAX OPERATIONS US TAX TEAM (00 32 2 326 1011)
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(1) EUROCLEAR BANK PARTICIPANTS WHICH ARE INTERMEDIARIES:
PARTICIPANTS WHICH ARE INTERMEDIARIES SHOULD ENSURE THAT THE ABOVE
INFORMATION AND FORMS ARE PASSED ON TO THEIR OWN CLIENTS IN ORDER
TO REACH THE ULTIMATE BENEFICIAL OWNER
.
PARTICIPANTS WHO ARE QUALIFIED INTERMEDIARIES MUST COMPLETE, SIGN
AND RETURN APPENDIX A BASED ON THE CERTIFICATIONS RECEIVED FROM
THEIR OWN CLIENTS, OTHER PARTICIPANTS SHOULD COMPLETE, SIGN AND
RETURN APPENDIX A AND PROVIDE COPIES OF APPENDIX B FOR EACH
BENEFICIAL OWNER CLAIMING EXEMPTION.
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(2) EUROCLEAR BANK PARTICIPANTS WHICH ARE BENEFICIAL OWNERS:
PARTICIPANTS WHICH ARE BENEFICIAL OWNERS MUST COMPLETE, SIGN AND
RETURN APPENDIX B.
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END OF UPDATE
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ON 06/01/2025, SHUTTERSTOCK, GRAMMY HOLDCO, INC., GRAMMY MERG ER
SUB ONE, INC., GETTY IMAGES, GRAMMY MERGER SUB 2, INC. AND GRAMMY
MERGER SUB 3, LLC ENTERED INTO AN AGREEMENT AND PLAN OF MERGER.
PURSUANT TO THE TERMS OF THE MERGER AGREEMENT, HOLDERS HAVE THE
OPTION TO ELECT TO RECEIVE, AS MERGER CONSIDERATION FOR EACH
SHARE OF SHUTTERSTOCK COMMON STOCK, SUBJECT TO CERTAIN
LIMITATIONS. IF NO ELECTION IS MADE BY A HOLDER, EACH OF SUCH
HOLDERS SHARES OF SHUTTERSTOCK COMMON STOCK WILL BE TREATED AS
HAVING MADE A MIXED ELECTION. EACH OF THE TOTAL CASH AMOUNT AND
THE TOTAL STOCK AMOUNT WILL BE FIXED AS OF IMMEDIATELY PRIOR TO
THE EFFECTIVE TIME. CASH ELECTIONS WILL BE SUBJECT TO PRORATION
IF CASH ELECTIONS ARE OVERSUBSCRIBED AND STOCK ELECTIONS WILL BE
SUBJECT TO PRORATION IF STOCK ELECTIONS ARE OVERSUBSCRIBED. IF
SUCH ADJUSTMENT IS REQUIRED PURSUANT TO THE TERMS OF THE MERGER
AGREEMENT, IT SHALL OCCUR AUTOMATICALLY AND SHALL APPLY TO
EACH SHARE OF SHUTTERSTOCK COMMON STOCK FOR WHICH A HOLDER MAKES
A CASH ELECTION OR A STOCK ELECTION, AS APPLICABLE. FOR THE
AVOIDANCE OF DOUBT, THE MERGER CONSIDERATION TO BE PAID TO
HOLDERS OF SHUTTERSTOCK COMMON STOCK MAKING A MIXED ELECTION IS
NOT SUBJECT TO THE AFOREMENTIONED ADJUSTMENT. NO FRACTIONAL
SHARES OF GETTY IMAGES COMMON STOCK WILL BE ISSUED IN CONNECTION
WITH THE MERGER. INSTEAD, SHUTTERSTOCK STOCKHOLDERS WHO WOULD
OTHERWISE BE ENTITLED TO RECEIVE A FRACTIONAL SHARE OF GETTY
IMAGES COMMON STOCK WILL RECEIVE, IN CASH (ROUNDED DOWN TO THE
NEAREST WHOLE CENT AND WITHOUT INTEREST), AN AMOUNT IN RESPECT OF
SUCH FRACTIONAL SHARE IN ACCORDANCE WITH THE TERMS OF THE MERGER
AGREEMENT. HOLDERS ARE TO OBTAIN THE MATERIALS FOR COMPLETE
DETAILS ON THE OFFER
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AGENT CONTACT:
EMAIL: SSTK(AT)DFKING.COM
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WE HAVE NOT RECEIVED INFORMATION THAT WOULD INDICATE THAT THIS
OFFER IS SUBJECT TO IRS PLR 302.
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THIS EVENT MAY GENERATE FRACTIONS OF SECURITIES THAT CANNOT BE
ALLOCATED IN THE EUROCLEAR SYSTEM. THEREFORE, WE WILL CALCULATE
EACH CLIENTS ENTITLEMENT AND APPLY A ROUNDING MECHANISM, AS
FOLLOWS:
.CLIENTS WITH THE LARGEST FRACTIONAL ENTITLEMENT WILL BE ROUNDED
UP UNTIL ALL FRACTIONAL SHARES ARE DISTRIBUTED.
.ALL OTHER CLIENTS WILL BE ROUNDED DOWN.
.IN THE CASE OF EQUAL FRACTIONAL ENTITLEMENTS FOR ELECTIVE EVENTS,
WE WILL FIRST ALLOCATE TO THE CLIENT WHO INSTRUCTED FIRST
.
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THIS CORPORATE ACTION NOTIFICATION DOES NOT CONSTITUTE AN OFFER
TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES BY
ANYONE IN ANY JURISDICTION.
IT IS NOT, AND SHOULD NOT BE CONSTRUED OR TREATED AS, INVESTMENT
OR FINANCIAL ADVICE. IN PROVIDING THIS INFORMATION, EUROCLEAR
BANK IS NOT ACTING AS AGENT OF THE ISSUER.
BY SENDING AN INSTRUCTION TO EUROCLEAR BANK, YOU CONFIRM THAT YOU
(AND ANY BENEFICIAL OWNER(S) FOR WHOM YOU ACT) COMPLY WITH THE
TERMS AND CONDITIONS OF THE CORPORATE EVENT AND COMPLY WITH
APPLICABLE LOCAL LAWS OR REQUIREMENTS, INCLUDING BUT NOT LIMITED
TO HOLDING AND TRANSFER RESTRICTIONS.
IF HOLDING AND TRANSFER RESTRICTIONS WOULD PROHIBIT YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) TO HOLD THE PROCEEDS OF A
CORPORATE EVENT IN YOUR ACCOUNT IN EUROCLEAR BANK, YOU (AND ANY
BENEFICIAL OWNER(S) FOR WHOM YOU ACT) MUST ENSURE TO SEND AN
INSTRUCTION TO ALLOW THE TRANSFER OF THESE PROCEEDS TO AN ACCOUNT
OUTSIDE THE EUROCLEAR SYSTEM.
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