The $3.7 billion merger between Seattle-based photo marketplace Getty Images Holdings Inc. and New York City-based competitor Shutterstock Inc. is facing scrutiny in the U.K.
The companies on Monday announced the merger is facing “Phase 2” review by the U.K.’s Competition and Markets Authority unless the companies address competition concerns. The more-thorough review puts a new obstacle in front of the deal, which the companies first announced in January.
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Neither Getty nor Shutterstock responded to a request for comment.
“Getty Images remains committed to the proposed merger and will continue to engage with the CMA and work with Shutterstock to expeditiously secure the necessary clearances,” Getty wrote in its press release.
A Phase 2 review by the CMA is reserved for a smaller percentage of deals that have raised competition concerns and didn’t get approval during Phase 1. According to the international law firm WilmerHale, during the most recent fiscal year, the CMA looked at 1,018 mergers, of which 41 went to Phase 1 review and seven went to Phase 2.
Phase 2 review requires an independent inquiry from three to five experts who have 24 weeks to reach a decision, with the possibility of an eight-week extension. A blocked deal in the U.K. would deprive the merged company of the world’s sixth-largest economy by gross domestic product.
Getty, founded in 1995, allows users to find images and visual media content. Its brands also include iStock and Unsplash. The company generated $234.9 million in the second quarter, up 2.5% year over year. Getty returned to public trading in 2022 after more than a decade of being privately held.
Shutterstock was founded in 2003. The company offers libraries of photos, music, videos and 3D models. It also provides editing and studio production services. Shutterstock generated $267 million in revenue during the second quarter, up from $220.1 million during the same period in 2024.
The merged company would go by Getty Images Holdings Inc. and trade on the New York Stock Exchange under the ticker symbol GETY. Getty CEO Craig Peters would be the CEO of the combined company, which would have 11 board members: six designated by Getty, four designated by Shutterstock, and Peters. Getty co-founder Mark Getty, currently Getty’s board chairman, will be the board chairman of the combined company.
Peters has been with Getty since 2007. He took over as CEO in 2019 after serving as chief operating officer.
Shutterstock shareholders can receive $28.85 per share or 13.7 shares of Getty Images per share, or they can receive a mixture. Getty shareholders will own about 54.7% of the combined company, and Shutterstock shareholders will own 45.3%. The companies didn’t provide an expected closing date at the time of the January announcement.
According to a release announcing the merger, the deal will save the combined company $150 million to $200 million annually by year three, and it will help with innovation and create a broader content portfolio.
The Phase 2 review’s triggering after nine months since the January announcement suggests the CMA identified specific market concentration concerns during initial Phase 1 assessment that the companies’ proposed remedies failed to adequately address.
The seven out of 1,018 mergers advancing to Phase 2 during the most recent fiscal year demonstrates the CMA’s selectivity in escalating reviews, indicating serious competition concerns about the Getty-Shutterstock combination that regulators believe warrant deeper investigation.
The 24-week Phase 2 timeline with possible eight-week extension means the merger faces at least six additional months of uncertainty, delaying integration planning and creating risks that market conditions or business performance could change enough to affect deal economics.
The U.K. market’s importance as the world’s sixth-largest economy by GDP makes CMA approval critical, as a blocked merger there could trigger similar concerns in other jurisdictions like the European Union or Australia, potentially unraveling the entire transaction.
Getty’s Seattle headquarters makes the merger significant for the local tech economy, with the combined company maintaining leadership in the Pacific Northwest while potentially consolidating operations that could affect employment in both Seattle and New York offices.
The 54.7% to 45.3% ownership split favoring Getty shareholders despite Shutterstock’s higher quarterly revenue ($267 million versus $234.9 million) suggests Getty commanded premium valuation due to brand strength, market position, or negotiating leverage during deal structuring.
Craig Peters’ continuity as CEO of the merged entity provides leadership stability, with his 18-year Getty tenure (including five years as CEO) positioning him to navigate integration challenges and realize projected $150-$200 million annual cost savings.
The iStock and Unsplash brand portfolio under Getty provides tiered market offerings from premium editorial content to affordable stock imagery, while Shutterstock’s music, video, and 3D model libraries create complementary product lines rather than direct overlaps that might ease competition concerns.
The CMA’s focus on competition issues likely centers on whether the combined company would dominate stock imagery licensing to the point of reducing choices for publishers, advertisers, and digital creators who rely on multiple suppliers for diverse content needs.
Seattle’s tech sector reputation for M&A activity makes the Getty-Shutterstock merger a high-profile test case for whether regulators will approve consolidation in digital content marketplaces or block deals that concentrate market power even when companies argue efficiency gains justify combinations.
