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Oce to Acquire Imagistics International Inc.

Press release from the issuing company

VENLO, the Netherlands, Sept. 16 -- Oce N.V., one of the world's leading suppliers of high quality and innovative products and services for professional printing and document management services, and Imagistics International Inc., a direct sales and services provider of document imaging solutions, serving the USA, U.K. and Canada and headquartered in Trumbull, Connecticut, USA, today announced that they have entered into a definitive agreement for Oce to acquire all the outstanding shares of Imagistics for $ 42 per share in cash. The Supervisory Board and the Board of Executive Directors of Oce have approved the transaction. Likewise, the Board of Directors of Imagistics has approved the transaction. Rokus van Iperen, Chairman of the Board of Executive Directors of Oce: "This acquisition accomplishes Oce's strategic goal to expand and strengthen distribution power, in particular in the US market. We believe that culturally and strategically Oce and Imagistics are an excellent fit. Both companies have a solid financial position, and both serve complementary segments of the printing and document management markets. As a result of this acquisition we will be even better positioned to offer a complete range of value added solutions and world class products and services to our customers." Marc Breslawsky, Chairman and CEO of Imagistics: "Together, Oce and Imagistics will make a powerful combination, as our companies clearly complement each other. Our customers will have comprehensive product coverage across all segments, all from one company, across the world. We expect that Oce and Imagistics will become a major force in the US office market, with superior growth prospects globally. I believe that this transaction is in the best interests of the employees, customers, suppliers and shareholders of Imagistics." The Imagistics management will play an important role in the new company. Marc Breslawsky will be nominated to join the Executive Board of Oce N.V. at the Annual Shareholders Meeting. Imagistics employs 3,400 people of which approximately 1,200 are in direct sales and 1,200 in service. In both Canada and the U.K. the company has 100 employees. This acquisition will enable Oce to gain a strong market position among Fortune 1000 companies in the USA, as well as regional midsize businesses and non-profit organizations. Business rationale for the combination -- The merger will substantially increase Oce's distribution power and expand its presence in the United States corporate printing market. -- As a result of the transaction, superior account coverage can be given to national and international customers in both the USA and Europe. -- The two companies complement each other's product offerings. Oce brings excellent wide format printers, high volume printing systems, software and services based on superior own technology. Imagistics brings best-of-breed product coverage in the high, mid and lower volume segments. The Oce portfolio of hardware and software perfectly complements the current Imagistics product line. -- Oce Business Services provides world class document management services, which can be offered to the Imagistics customers. Economic rationale for the combination -- Imagistics shareholders will be paid $ 42 per share of common stock in cash. Total purchase price for 100 per cent of the shares will be approximately $ 685 million, representing an EV/Sales multiple of 1.3 and an EV/EBITDA multiple of 7.2. -- The acquisition is expected to result in accelerated growth of revenues and profit. Under the terms of the definitive agreement, a subsidiary of Oce will commence a cash tender offer to acquire all of Imagistics' outstanding common stock. Upon completion of the offer, Oce will effect a merger between this subsidiary and Imagistics in which the remaining Imagistics shareholders will receive $ 42 per share in cash. Consummation of the transaction is subject to certain conditions, including the valid tender of at least a majority of the outstanding shares of common stock of Imagistics on an as-if converted basis and the expiration of the Hart-Scott-Rodino waiting period. It is anticipated that the transaction will be completed during the fourth quarter of 2005. This tender offer is only launched in the USA.