X-Rite Amazys Deal Closer

June 2, 2006
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GRANDVILLE — While X-Rite Inc. is closing in on its offer to purchase all the outstanding shares of Swiss public company Amazys Holding AG, its president and CEO, Michael Ferrara, is answering questions regarding an addendum filed with the SEC regarding disclosure.

The initial offer period for all the registered shares of Amazys expired May 23, at which time 87.5 percent of Amazys shares had been tendered to X-Rite. At a special meeting of shareholders on June 30, shareholders will consider and vote on the issuance of up to 7,231,831 shares for X-Rite’s common stock in connection with the proposed offer for Amazys shares. The settlement date of the offer is July 5.

According to X-Rite, Amazys stockholders will receive a combination of cash and shares of X-Rite common stock in exchange for their Amazys common stock. X-Rite estimates that payments to Amazys stockholders would total $280 million, and Amazys shareholders would hold about 25.3 percent of X-Rite’s outstanding common stock when the transaction is finalized.

In a press release on May 9, X-Rite urged its shareholders to read the proxy statement regarding the proposed transaction and “any other relevant documents filed with the SEC when they become available, as well as any amendments or supplements to those documents, because they will contain important information.” The company also pointed out that information regarding X-Rite directors, officers and other members of management is included in Part III of the company’s annual report on Form 10-K/A for fiscal 2005.

The Form 10-K/A was submitted to the SEC on March 8 this year and deals with Ferrara’s previous tenure as CEO of a Boston company that subsequently went bankrupt.

X-Rite has completed four acquisitions since early 2003: Manaco Systems Inc.; the ccDot meter product line of Centurfax Ltd.; the ColorRx product line and related assets of Thermo Electron Corp.; and Moniga Gremmo. X-Rite outlines the risks and uncertainties associated with the Amazys buyout in the “Forward Looking Statements” section of its definitive proxy agreement filed with the SEC May 1.    

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