Creo Board Recommends Acquisition by Kodak.VANCOUVER Vancouver, city, Canada Vancouver, city (1991 pop. 471,844), SW British Columbia, Canada, on Burrard Inlet of the Strait of Georgia, opposite Vancouver Island and just N of the Wash. border. , British Columbia British Columbia, province (2001 pop. 3,907,738), 366,255 sq mi (948,600 sq km), including 6,976 sq mi (18,068 sq km) of water surface, W Canada. Geography -- Creo Inc. (TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :CRE CRE Commercial Real Estate CRE Corporate Real Estate CRE Commission for Racial Equality (Scotland) CRE CCD (Charge Coupled Device) and Readout Electronics CRE Camp Response Element )(NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on :CREO) announced today that the company has entered into an arrangement agreement to be acquired by Eastman Kodak Company (NYSE NYSE See: New York Stock Exchange :EK). The acquisition is to be completed by way of a statutory plan of arrangement under which Kodak will acquire all of the issued and outstanding common shares of Creo at a cash price of US$16.50 per share or approximately US$980 million. Creo will host a conference call today at 12:30 p.m. Eastern time/ 9:30 a.m. Pacific Time to discuss this development. Details on how to participate in the call are included later in this news release. The Acquisition "Today we conclude a strategic review process that began last summer," said Amos Michelson, Creo chief executive officer. "The proposed transaction will not only generate immediate return for Creo shareholders but will also benefit our customers through the combination of leading prepress equipment and consumables. By uniting our strengths, Creo and Kodak can continue to actively drive the evolution of the graphic communications industry communications industry, broadly defined, the business of conveying information. Although communication by means of symbols and gestures dates to the beginning of human history, the term generally refers to mass communications. while delivering a complete line of the highest-quality, most competitive products and services in our industry. The economy of scale gained by combining resources will allow us to speed up product development and deliver new innovations and breakthrough solutions to the market." "Kodak also stands to gain a great deal from this transaction," continued Mr. Michelson, "including a pipeline of promising products from Creo's leading research and development organization, direct access to the largest installed base of computer-to-plate (CTP CTP (cytidine triphosphate): see cytosine. (1) (Computer-To-Plate) The production of printing plates directly from the computer without requiring film as an intermediate step. ) and workflow The automatic routing of documents to the users responsible for working on them. Workflow is concerned with providing the information required to support each step of the business cycle. systems in the world, and access to our extremely loyal and supportive customer base." The boards of directors of Kodak and Creo have approved the proposed transaction, subject to the satisfaction of certain conditions, including shareholder approval and receipt of customary regulatory and court approvals. A meeting of Creo shareholders to approve the transaction is expected to be held on March 29, 2005. The board of directors of Creo recommends that shareholders vote in favor of upon the side of; favorable to; for the advantage of. See also: favor the proposed transaction. "This transaction represents the culmination of an extensive process. The special committee of independent directors of Creo and its financial advisors canvassed all available options to maximize value for Creo shareholders," said Ken Spencer, chair of the special committee. "We are pleased that Creo's success has been recognized by one of the world's leading imaging companies." Postponement of the Meeting The company has decided to postpone post·pone tr.v. post·poned, post·pon·ing, post·pones 1. To delay until a future time; put off. See Synonyms at defer1. 2. To place after in importance; subordinate. its annual and special meeting of shareholders, currently scheduled for February 10, 2005, and reschedule re·sched·ule tr.v. re·sched·uled, re·sched·ul·ing, re·sched·ules To schedule again or anew: rescheduled the meeting for the following week; rescheduled the debts of many developing nations. it for March 29, 2005. At the rescheduled meeting Creo shareholders will be entitled en·ti·tle tr.v. en·ti·tled, en·ti·tling, en·ti·tles 1. To give a name or title to. 2. To furnish with a right or claim to something: to consider and vote upon the proposed transaction in addition to the matters currently contemplated by the February 10 meeting. The record date for the rescheduled meeting will be February 14, 2005. To make a fully informed decision, Creo shareholders will need to understand the terms of the transaction with Kodak and the stance of those seeking election to the board in respect of the proposed transaction. Postponing the meeting allows Creo the time to send out appropriate information to shareholders so that they can make an informed decision about the direction of the company. Conference Call Creo will hold a conference call to discuss today's development at 12:30 p.m. Eastern time (9:30 a.m. Pacific time), today, January 31, 2005. The conference call may be accessed at http://www.creo.com/investors. To listen to the conference call live by telephone, dial +1-877-423-4013 approximately 10 minutes before the start time. A telephone playback Playback could mean:
This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of the "safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. " provisions of the U.S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. These statements are based on management's current expectations and beliefs and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include the following: (1) new markets and product introductions do not proceed as planned and may adversely affect future revenues; (2) technological changes or changes in the competitive environment may adversely affect the products, market share, revenues or margins of the business; and (3) changes in general economic, financial or business conditions may adversely affect the business or the markets in which it operates. These risks and uncertainties as well as other important risks and uncertainties are described under the caption "Certain Factors That May Affect Future Results" and elsewhere in our Annual Report for the fiscal year ended September 30, 2004, as filed with the U.S. Securities and Exchange Commission and other documents filed with the U.S. Securities and Exchange Commission, and which are incorporated herein by reference. We do not assume any obligation to update the forward-looking information contained in this news release. (C) 2005 Creo Inc. The Creo product names mentioned in this document are trademarks or service marks of Creo Inc. and may be registered in certain jurisdictions. Other company and brand, product and service names are for identification purposes only and may be trademarks or registered trademarks of their respective holders. Data subject to change without notice. About Creo Creo Inc. is a global company with key strengths in imaging, software, and digital printing plate technology. A leading provider of prepress systems, Creo helps over 25,000 customers worldwide adopt digital production methods which reduce costs, increase print quality and allow them to serve their customers more efficiently. Based on a solid foundation of intellectual property, Creo has an unmatched range of technology solutions that address the needs of commercial, publication, on demand, packaging, and newspaper printers, and creative professionals. Creo product lines include software and hardware for computer-to-plate imaging, systems for digital photography, scanning, and proofing, as well as printing plates and proofing media. Creo also supplies on-press imaging technology, components for digital presses, color servers and high-speed digital printers. Based in Vancouver, Canada, Creo reported fiscal 2004 revenue of US$636 million. Creo trades on NASDAQ (CREO) and the TSX (CRE). www.creo.com Creo Inc. (TSX:CRE) (NASDAQ:CREO) |
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