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X-Rite acquires Amazys Holding
Dennis Hissink : July 6th 2006 - 09:00 CET
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X-RiteX-Rite acquires Amazys Holding : X-Rite, Incorporated (Nasdaq: XRIT), a global leader offering color measurement technology solutions, today announced the completion of its acquisition of Amazys Holding AG for a purchase price of CHF 77 per share plus 2.11 shares of X-Rite, Incorporated stock for each Amazys share. The total purchase price on the settlement date of July 5, 2006 was approximately $280 million. The acquisition was financed through a combination of cash, debt and X-Rite stock. Amazys develops, markets and supports hardware, software and services to measure and communicate color under the GretagMacbeth brand. The new combined company will be called X-Rite, Incorporated.
X-Rite acquires Amazys HoldingX-Rite color measurement solutions
The combined company expects to achieve approximately US$25 million of annual operating expense savings in connection with the transaction in year three. The company expects to incur cash restructuring costs totaling approximately US$20 million during the first three years. The transaction is expected to be accretive to X-Rite’s cash EPS during year two of the combined operations. “Our new company combines top notch talent, technology and products in the color industry,” said Michael C. Ferrara, X-Rite CEO. “We expect our expertise, talent and technology to help us expand the global color market through innovation.”

Organization of the Combined Entity
A strong team of X-Rite and GretagMacbeth executives lead the combined organization. Michael C. Ferrara is the CEO, Thomas J. Vacchiano, Jr. is the President and COO, Mary E. Chowning is the CFO, and Dr. Francis Lamy is the CTO. The X-Rite Board of Directors is now comprised of nine members, including six current directors of X-Rite and three former directors of Amazys Holding AG. “I am confident that the new X-Rite Board of Directors and senior management team under the leadership of Michael C. Ferrara, CEO, will ensure that X-Rite excels in every aspect of the business. The combined company is poised to lead the future of the color industry and maximize shareholder value,” said John Utley, X-Rite Chairman. The global headquarters for the combined entity is in Grandville, Michigan, with European Headquarters in Regensdorf, Switzerland, and Asia Pacific Headquarters in Hong Kong. X-Rite will be represented by the new logo that appears on this page, incorporating the core colors of both companies, and symbolizing how our shared values and goals will drive this new company.

X-Rite Incorporated
The Major Benefits of the Acquisition Are Expected to Include:
• Creating a global market leader in the color industry
• Accelerating technology innovation
• Building the strongest talent pool in the industry
• Generating significant synergy potential

X-Rite SWX Exchange - Financing and Listing
The cash portion of the transaction was financed through a combination of cash on hand and new borrowings. Goldman Sachs provided a total debt package of US$220 million to fund the transaction and post-closing working capital needs. Concurrent with the settlement X-Rite has established a secondary listing on the SWX Swiss Exchange. “We are excited about the potential financial benefits this acquisition brings to X-Rite shareholders,” said Mary E. Chowning, X-Rite Chief Financial Officer. “The synergies expected from this acquisition will reduce costs, enhance our margins, and ultimately increasing our shareholder value.”

X-Rite and Amazys 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 LLP and Wenger Plattner for legal advice. Amazys Holding AG was advised by Credit Suisse for investment banking and financial advice, and by Lenz & Staehelin for legal advice.

About X-Rite
X-Rite is a global leader offering color measurement technology solutions comprised of hardware, software and services for the verification and communication of color data. The Company serves a broad range of industries, including graphic arts, digital imaging, industrial and retail color matching, and medical, among other industries. X-Rite is global, with 21 offices throughout Europe, Asia, and the Americas, serving customers in 100 countries.

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