EN
Select language

Bracco Diagnostic Inc. to acquire E-Z-EM

Princeton, NJ, USA , 10/31/2007

Combination Brings Together Two Leading Brands in the Diagnostic Imaging Market: Bracco Diagnostic Inc. , the US-based subsidiary of Bracco Imaging Spa and part of the Bracco Group, today announced that it has entered into a merger agreement to acquire E-Z-EM, Inc. (NASDAQ: EZEM) for a total consideration of about $ 240 million.

Upon completion of the procedure and subject to the approval of the regulatory authorities, Bracco Diagnostics Inc. will incorporate E-Z-EM. Bracco believes E-Z-EM has a powerful strategic fit which will strengthen Bracco’s market position with regard to its leading core products, as well as its presence in the evolving field of imaging informatics and patient management. Completion of the transaction is contingent upon the satisfaction of customary closing conditions, including the approval of a majority of E-Z-EM’s shareholders and regulatory approval. The transaction is currently expected to close in early 2008. Credit Suisse Securities (USA) LLC and Evercore Partners served as financial advisors to Bracco Diagnostics Inc. in the transaction. RBC Capital Markets served as financial advisor to E-Z-EM on the merger and the review of strategic alternatives and provided a fairness opinion to the E-Z-EM Board of Directors.

About the Bracco Group
Bracco Imaging Spa is one of the world leading companies in the imaging agent business, with products sold in over 80 countries and about 1,250 employees, around 300 of whom work in R&D, Medical and Regulatory Affairs. Bracco Imaging is headquartered in Milan, Italy. Bracco Imaging Spa is a subsidiary of Bracco Spa, holding company of the Bracco Group, which also markets Ethical and OTC pharmaceutical products and Healthcare Services in Italy, as well as Advanced Medical Technology systems on a world wide basis, through the Bracco AMT companies, ACIST Medical Systems and Volume Interactions.

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.

Additional Information about the Merger and Where to Find It
In connection with the proposed merger, a proxy statement of E-Z-EM, Inc and other materials will be filed with the SEC. INVESTORS ARE URGED TO READ THE PROXY STATEMENT AND MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT E-Z-EM, INC. AND THE PROPOSED MERGER TRANSACTION. The Proxy Statement and other relevant materials, and any other documents filed by E-Z-EM, Inc. with the SEC may be obtained free of charge at the SEC's web site at www.sec.gov. In addition, investors may obtain free copies of the documents filed with the SEC by E-Z-EM, Inc. by directing a written request to: E-Z-EM, Inc., 1111 Marcus Avenue, Suite LL26, Lake Success, NY Attention: Chief Legal Officer. Investors are urged to read the Proxy Statement and the other relevant materials before making any voting or investment decision with respect to the proposed merger.

Participants in the Solicitation
E-Z-EM, Inc., and its respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of the Company in connection with the proposed merger. Information about those executive officers and directors of E-Z-EM, Inc. and their ownership of common stock of the Company is set forth in the Company's Form 10-K for the fiscal year ended June 2, 2007 (the E-Z-EM, Inc.’s 2007 “10-K"), and the proxy statement for the Company's 2007 Annual Meeting of Stockholders, which was filed with the SEC on September 28, 2007.

This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.