E-Z-EM, Inc. Announces Completion of Merger
April 01 2008 - 12:45PM
Business Wire
E-Z-EM, Inc. (NASDAQ: EZEM) announced today it had completed the
merger of Eagle Acquisition Sub, Inc., a wholly owned subsidiary of
Bracco Diagnostics, Inc. (Bracco), the US-based subsidiary of
Bracco Imaging S.p.A and part of the Bracco Group, with and into
E-Z-EM, and the other transactions contemplated by the Agreement
and Plan of Merger, dated as of October 30, 2007, among Bracco,
Eagle Acquisition, E-Z-EM and, for the limited purposes specified
therein, Bracco Imaging. Under the terms of the merger agreement,
each outstanding common share of E-Z-EM was converted into the
right to receive $21.00 in cash, without interest and less any
required withholding tax. E-Z-EM is now a wholly owned subsidiary
of Bracco. About E-Z-EM, Inc. E-Z-EM is a leading manufacturer of
contrast agents for gastrointestinal radiology. The Company is the
developer of VoLumen�, a patent-pending, next generation low
density barium sulfate suspension for use as an oral contrast in
Multidetector CT (MDCT) and Positron Emission Tomography (PET/CT)
studies. The Company also offers Empower�, the first family of CT
injectors on the market with patented EDA� technology that can help
detect contrast extravasation, and offers a complete product set
for the virtual colonoscopy practitioner. This product line
consists of virtual colonoscopy hardware, software, nutritional
prep kits and bowel cleaners, tagging agents and a carbon dioxide
colon insufflation system. The Company is also the exclusive
world-wide manufacturer and marketer of RSDL for military services
and first-responder organizations. RSDL is a patented,
broad-spectrum liquid chemical warfare agent decontaminant, that
neutralizes or removes chemical agents from skin on contact,
leaving a non-toxic residue that can be rinsed off with water.
About the Bracco Group Bracco Imaging S.p.A is one of the world
leading companies in the imaging agent business, with products sold
in over 80 countries. Bracco Diagnostics, Inc. is the U.S.
subsidiary of Bracco Imaging which is headquartered in Milan,
Italy. Bracco Imaging is a subsidiary of Bracco S.p.A, holding
company of the Bracco Group, which also markets Ethical and OTC
pharmaceutical products in Italy as well as Advanced Medical
Technology systems on a world wide basis. Furthermore, the Bracco
Group offers diagnosis services through the Milan-based Centro
Diagnostico Italiano (Italian Diagnostic Center). Forward Looking
Statements The statements made in this document contain certain
forward-looking statements. Words such as "expects," "intends,"
"anticipates," "plans," "believes," "seeks," "estimates" or
variations of such words and similar expressions, are intended to
identify such forward-looking statements. The forward-looking
statements contained in this release may involve numerous risks and
uncertainties, known and unknown, beyond E-Z-EM�s control. Such
risks and uncertainties may include: the ability of E-Z-EM to
develop its products, unexpected costs or liabilities resulting
from the merger transaction, price increases of raw materials and
components, foreign currency exchange rate fluctuations as well as
the risk factors listed from time to time in the SEC filings of
E-Z-EM, Inc., including but not limited to its Annual Report on
Form 10-K for the fiscal year ended June 2, 2007 and its Form 10-Q
for the quarter ended December 1, 2007. Consequently, actual future
results may differ materially from the anticipated results
expressed in the forward-looking statements, and investors are
cautioned not to place undue reliance on the forward-looking
statements included in this release.
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