The United States Department of Justice announced on February 23 that it has completed its review of the proposed merger between Getty Images Holdings, Inc. and Shutterstock, Inc., and that the Hart‑Scott‑Rodino waiting period expired without conditions. The clearance removes the last major U.S. regulatory hurdle and allows the two companies to move forward with the next steps toward closing the deal.
The transaction, valued at approximately $3.7 billion, is intended to create a premier visual‑content company by combining Getty’s extensive library—including iStock and Unsplash—with Shutterstock’s global platform. Management projects annual cost synergies of $150 million to $200 million by the third year, with roughly two‑thirds delivered within the first 12 to 24 months, and expects the combined entity to be accretive to earnings and cash flow beginning in year two.
While the U.S. approval is complete, the UK Competition and Markets Authority remains in Phase 2 of its review. An interim report issued on February 19 raised competition concerns in the UK editorial‑content market, and the CMA rejected the proposed remedies from Getty and Shutterstock. The final decision is expected on April 19, and the CMA’s findings remain the primary regulatory uncertainty for the merger.
The merger takes place amid intensifying competition from AI‑generated imagery and the proliferation of user‑generated photos. By consolidating their libraries and platforms, Getty and Shutterstock aim to strengthen their financial positions, expand product offerings, and better compete in a rapidly evolving market that increasingly favors automated content creation.
Craig Peters, CEO of Getty Images, said the DOJ clearance “is a significant step forward in bringing together these two companies and unlocking opportunities to strengthen our financial foundation and invest in our future.” Paul Hennessy, CEO of Shutterstock, added that the combination will “deliver better service and support for customers and contributors over time” and that the merger will “create value for both companies’ shareholders by capitalizing on attractive growth opportunities, accelerating product innovation, realizing significant cost synergies, and improving cash flow.”
The DOJ clearance accelerates the integration timeline, but the pending UK CMA decision continues to pose a risk. Investors should monitor the CMA’s final ruling, as it could delay or alter the transaction. If approved, the merger could unlock substantial synergies, improve competitiveness, and provide a stronger platform to address the growing demand for high‑quality visual content in an AI‑driven landscape.
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