Getty moves to abandon Shutterstock merger after UK demands asset sale
Getty says UK approval terms requiring a sale of Shutterstock’s editorial unit make the $3.7 billion merger unacceptable.
By Maya Lindqvist · Senior Technology Correspondent
3 min read
Getty Images is preparing to end its $3.7 billion merger agreement with Shutterstock after a UK competition regulator required Shutterstock to divest a major part of its editorial business. The decision threatens to unwind a deal that had already received US antitrust clearance, showing how UK merger scrutiny can determine the fate of global tech and media transactions.
Getty disclosed the plan in a filing with the US Securities and Exchange Commission on Tuesday. In the filing, Getty said it was “not required to accept” conditions set by the UK Competition and Markets Authority that would exclude Shutterstock’s global editorial business from the combined company.
The CMA’s May conditions required Shutterstock to sell that editorial operation, according to Getty’s filing. The business includes Backgrid and Splash, two paparazzi-photo agencies named in the filing.
Getty said its board unanimously approved terminating the merger agreement on July 6 unless there is a material change in the relevant circumstances before July 7. The filing indicates Getty does not see the UK conditions as acceptable terms for completing the acquisition.
US approval did not settle the deal
The companies had cleared a major hurdle in February, when Shutterstock said the US Department of Justice granted the merger unconditional antitrust clearance. That approval did not resolve the separate UK review.
The CMA’s proposed remedy would have forced a carveout from the transaction that Getty and Shutterstock had planned. The merger was designed to bring together two large stock-photo and media-licensing libraries, according to The Verge.
The Verge has reported that both companies are under pressure from AI image-generation tools, which can produce low-cost visual content quickly. Getty and Shutterstock have been central players in the licensed image market, where editorial and commercial photo libraries are core assets.
Getty’s SEC filing does not say that AI competition caused the termination decision. It points instead to the UK regulator’s divestiture requirement as the condition Getty says it need not accept.
UK regulators have blocked other tech deals
The CMA has taken a hard line on other transactions involving digital media and platform companies. In 2021, the UK regulator ordered Meta to sell Giphy over competition concerns, The Verge reported at the time.
Meta later sold Giphy to Shutterstock in 2023, according to the BBC. That sale followed the UK order and became a notable example of the CMA forcing a completed acquisition to be unwound.
Getty’s move leaves the Shutterstock merger close to collapse unless the companies or regulators change course before the termination date described in the SEC filing. As of Getty’s Tuesday disclosure, the company’s position is that the UK remedy would remove too much of Shutterstock’s business from the transaction.
This story draws on original reporting from The Verge.