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Creo Board Recommends Acquisition by Kodak

Tuesday, February 01, 2005

Press release from the issuing company

VANCOUVER, British Columbia--Jan. 31, 2005-- Creo Inc. announced today that the company has entered into an arrangement agreement to be acquired by Eastman Kodak Company. The acquisition is to be completed by way of a statutory plan of arrangement under which Kodak will acquire all of the issued and outstanding common shares of Creo at a cash price of US$16.50 per share or approximately US$980 million. The Acquisition "Today we conclude a strategic review process that began last summer," said Amos Michelson, Creo chief executive officer. "The proposed transaction will not only generate immediate return for Creo shareholders but will also benefit our customers through the combination of leading prepress equipment and consumables. By uniting our strengths, Creo and Kodak can continue to actively drive the evolution of the graphic communications industry while delivering a complete line of the highest-quality, most competitive products and services in our industry. The economy of scale gained by combining resources will allow us to speed up product development and deliver new innovations and breakthrough solutions to the market." "Kodak also stands to gain a great deal from this transaction," continued Mr. Michelson, "including a pipeline of promising products from Creo's leading research and development organization, direct access to the largest installed base of computer-to-plate (CTP) and workflow systems in the world, and access to our extremely loyal and supportive customer base." The boards of directors of Kodak and Creo have approved the proposed transaction, subject to the satisfaction of certain conditions, including shareholder approval and receipt of customary regulatory and court approvals. A meeting of Creo shareholders to approve the transaction is expected to be held on March 29, 2005. The board of directors of Creo recommends that shareholders vote in favor of the proposed transaction. "This transaction represents the culmination of an extensive process. The special committee of independent directors of Creo and its financial advisors canvassed all available options to maximize value for Creo shareholders," said Ken Spencer, chair of the special committee. "We are pleased that Creo's success has been recognized by one of the world's leading imaging companies." Postponement of the Meeting The company has decided to postpone its annual and special meeting of shareholders, currently scheduled for February 10, 2005, and reschedule it for March 29, 2005. At the rescheduled meeting Creo shareholders will be entitled to consider and vote upon the proposed transaction in addition to the matters currently contemplated by the February 10 meeting. The record date for the rescheduled meeting will be February 14, 2005. To make a fully informed decision, Creo shareholders will need to understand the terms of the transaction with Kodak and the stance of those seeking election to the board in respect of the proposed transaction. Postponing the meeting allows Creo the time to send out appropriate information to shareholders so that they can make an informed decision about the direction of the company.




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