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X-Rite to buy GretagMacbeth for $280 mln; Andrew Tribute Comments

Wednesday, February 01, 2006

Press release from the issuing company

Jan. 31, 2006-- (See comments from contributing columnist Andy Tribute at the end of this release) -- X-Rite, Incorporated and Amazys Holding (GretagMacbeth), two leading providers of color measurement solutions comprised of hardware, software and services for the verification and communication of color data, today jointly announced they have entered into a definitive agreement under which X-Rite will offer to purchase all of the outstanding registered shares of Amazys Holding AG for a purchase price of approximately US$280 million or CHF 77 per share plus 2.11 shares of X-Rite, Incorporated stock per share. Amazys develops, markets and supports hardware, software and services to measure and communicate color under the GretagMacbeth brand. Anticipated Strategic, Operational and Financial Benefits of the Acquisition Include: - Building one of the strongest talent pools in the industry - Creating a global market leader in the color industry - Leveraging the strength of X-Rite's manufacturing and the technology of Amazys Holding AG - Generating significant synergy potential - Accelerating technology innovation - Extending market opportunity and geographic reach The combined company expects to achieve approximately US$25 million of annual operating expense savings in connection with the transaction in year three, with combined gross margins of approximately 63 percent. During the first year, the company has plans to incur restructuring costs of approximately US$20 million. The transaction is expected to be accretive to X-Rite's EPS during year two of the combined operations. "X-Rite is excited about the opportunity to achieve greater scale, reduce operational costs and leverage combined R&D efforts. With the combined company, we will be in a position to deliver more innovative and high quality solutions," said Michael C. Ferrara, X-Rite CEO. "We believe this is a strategic combination that will provide value for our shareholders, customers, employees and partners." "We believe this combination offers an exciting opportunity for our two companies to come together in a transaction that maximizes value for our stakeholders," said Mario Fontana, Amazys Holding AG Chairman. "Together, we plan to leverage our combined technical resources to deliver the best possible solutions to help drive our client's businesses," stated Amazys Holding AG CEO Thomas J. Vacchiano, Jr. Organization of the Combined Entity: A strong team of X-Rite and Amazys executives will lead the new organization. Following the deal, Michael C. Ferrara will remain CEO, Thomas J. Vacchiano Jr. (Present Amazys CEO) will be named President and COO, Mary E. Chowning will remain CFO, and Dr. Francis Lamy will be appointed CTO. Following the completion of the transaction, the Board of Directors will be comprised of nine members, including six current directors of X-Rite and three current directors of Amazys Holding AG. In the immediate future, X-Rite and Amazys Holding AG will continue to operate as separate companies. Throughout the integration process, brand strategy for both companies and their respective product lines will be reviewed in a thoughtful, deliberate manner to add the most value for stakeholders. Following the transaction's completion, global headquarters will be located in Grandville, Michigan with the European Headquarters in Regensdorf, Switzerland. Offer Price: CHF 77 in cash net of possible diluting effects that may take place before the settlement of the offer plus 2.11 shares of X-Rite for each share of Amazys Holding AG. Offer Period: The Pre-announcement of the offer has been published today in the electronic media and is also available at X-Rite's and Amazys' websites. It is anticipated that the publication of the tender offer prospectus will be on or about March 3, 2006. The initial tender offer period will be 20 business days, expected to run from March 3, 2006 to March 30, 2006, 16.00 hours CET. X-Rite reserves the right to extend the tender offer period once or several times. If and once the offer is declared unconditional, the tender period will be extended by an additional 10 business days. Conditions and Approvals: The tender offer is conditioned on 70 percent of Amazys Holding AG's fully diluted shares being tendered as well as other conditions in accordance with Swiss takeover regulation. The proposed transaction is subject to approval by the X-Rite shareholders. Control: Assuming full take-up of the offer, X-Rite and Amazys Holding AG's current shareholders would own approximately 74 percent and 26 percent, respectively, of the combined entity. Financing: The cash portion of the transaction will be financed through a combination of cash on hand and new borrowings. Goldman Sachs has provided a commitment to a total debt package of up to US$220 million to fund the transaction. Closing: The transaction is expected to close in the late Spring of 2006, subject to obtaining shareholder approvals and customary regulatory approvals. Prior to the closing, X-Rite and Amazys Holding AG will operate as separate businesses. Advisors: X-Rite was advised exclusively by Headwaters MB for investment banking and financial advisory services, including securing debt financing which has been committed by Goldman Sachs. X-Rite's other advisors include McDermott, Will & Emery and Wenger Plattner for legal advice and Lombard Odier Darier Hentsch & Cie as tender agent. Amazys Holding AG was advised by Credit Suisse for investment banking and financial advice, and by Lenz & Staehelin for legal advice. Exclusive Quick Take by Andrew Tribute: Today X-Rite and Gretag Macbeth have announced they are merging. This is a case of if you cannot beat them, join them. X-Rite is the larger organization but recently they have lost out to GM on most all major deals. Recent new agreements for GM have been as the color measurement partners for Canon, EFI, Heideberg, HP and Pantone. Pantone had previouly used X-Rite technology. At IPEX we can also expect to see further developments of color measurement from GM with inline on-press color measurent. GM have created a greater market image in both the creative and production communities with their Eye-One specrophotometer technology and their associated software, and X-Rite has be getting little acknowledgement of its capabilities. The new combined company will be very strong in all forms of measurement. It appears it will have few competitors. ---- Premium Access Members at WhatTheyThink.com can view more commentary by Andy Tribute in his weekly "Tribute Tuesdays" eXpert Row columns.

 

 

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