X-Rite, Incorporated and Amazys Holding AG 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 $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 $25 million of annual operating expense savings in connection with the transaction in year three, with combined gross margins of approximately 63%. During the first year, the company has plans to incur restructuring costs of approximately $20 million. The transaction is expected to be accretive to X-Rite's EPS during year two of the combined operations. 

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. 

The Offer-Price is 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 in the electronic media and is also available at X-Rite's and Amazys' Web sites. 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. 

The tender offer is conditioned on 70% 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. 

Assuming full take-up of the offer, X-Rite and Amazys Holding AG's current shareholders would own approximately 74% and 26%, 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 $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.