On January 31, 2006, X-Rite and Amazys Holding AG, parent company of GretagMacbeth, announced they entered into a definitive agreement under which X-Rite will acquire Amazys Holding AG. The companies are joining forces to create a market leader and drive the expansion of the color industry, benefiting employees, customers and shareholders, alike.
X-RITE TO ACQUIRE AMAZYS HOLDING AG, Agreement Will Create a Global Leader in the Color Industry
Combination Expected to Lead to Enhanced Quality, Increased Scale, Greater Innovation and Improved Operational Efficiency
Grandville, Mich. / Regensdorf, Switzerland, January 31, 2006 â€" X-Rite, Incorporated (Nasdaq: XRIT) and Amazys Holding AG (SWX: AMSN), 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-Riteâ€™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-Riteâ€™s EPS during year two of the combined operations.
â€œX-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,â€? said Michael C. Ferrara, X-Rite CEO. â€œWe believe this is a strategic combination that will provide value for our shareholders, customers, employees and partners.â€?
â€œWe believe this combination offers an exciting opportunity for our two companies to come together in a transaction that maximizes value for our stakeholders,â€? said Mario Fontana, Amazys Holding AG Chairman.
â€œTogether, we plan to leverage our combined technical resources to deliver the best possible solutions to help drive our clientâ€™s businesses,â€? 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 transactionâ€™s completion, global headquarters will be located in Grandville, Michigan with the European Headquarters in Regensdorf, Switzerland.
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.
The Pre-announcement of the offer has been published today in the electronic media and is also available at X-Riteâ€™s and Amazysâ€™ 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 AGâ€™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.
Assuming full take-up of the offer, X-Rite and Amazys Holding AGâ€™s current shareholders would own approximately 74 percent and 26 percent, respectively, of the combined entity.
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.
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.