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X-Rite to Acquire GretagMacbeth

Transaction expected to close in late spring.

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X-Rite, Inc. has agreed to acquire Amazys Holding AG, the parent company of GretagMacbeth. X-Rite and Amazys Holding will continue to operate as separate companies “in the immediate future,” with global headquarters in Grandville, MI, and European headquarters in Regensdorf, Switzerland.

The acquisition, reports the two companies, will: leverage the strength of X-Rite's manufacturing and the technology of Amazys Holding AG; build an extraordinary talent pool; create global market leadership in the color industry; and extend market opportunity and geographic reach. In a letter to its customers, X-Rite reports that the combination [of the two companies' strengths] “offers significant growth potential by enabling us to expand into large, undefined market universes — specifically consumer and enterprise color management. In addition, new opportunities in existing and emerging markets, such as home decor, digital photography, printing, cinema, and HDTV, are expected to drive future growth.”

A 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 comprise nine members, including six current directors of X-Rite and three current directors of Amazys Holding AG.

“X-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,” says Michael C. Ferrara, X-Rite CEO. “We believe this is a strategic combination that will provide value for our shareholders, customers, employees, and partners.”

GretagMacbeth offers a comprehensive range of color-management solutions, including instrumentation, controlled lighting, software, color standards and professional services. Its involvement in color management goes back 1915, when Norman Macbeth developed a lighting system to simulate daylight and founded the Macbeth Artificial Daylighting Company in New York. In 1943, Dr. Edgar Gretener founded the consulting firm Gretag AG, which initially specialized in electromechanical technology and light products, and later developed a portable densitometer for the printing industry in 1965. The Gretag Color Control Systems division of Gretag AG and Macbeth merged in 1997 to form GretagMacbeth Holding AG. The holding company was renamed Amazys Holding AG in 2002. Today, the company employs 352 people worldwide and maintains offices in the US, Germany, United Kingdom, France, Italy, Hong Kong, China, and Japan. In 2004, the company experienced a 14.1-percent growth and generated revenues of $100.4 million.

The transaction is expected to close in the late spring of 2006, subject to shareholder approvals and regulatory approvals. Prior to the closing, X-Rite and Amazys Holding AG will operate as separate businesses.

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X-RITE
www.xrite.com

GRETAGMACBETH
www.gretagmacbeth.com

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