Creo Shareholders Approve Kodak Acquisition
Vancouver, British Columbia -- (March 29, 2005) Creo Inc. announced that its shareholders approved all statutory and special business submitted for their vote at today's annual and special meeting of shareholders.
Shareholders voted to approve the proposed acquisition of Creo by Eastman Kodak Company (NYSE: EK) and the resolution to waive the application of the company's shareholder rights plan to the transaction. At the meeting, shareholders also re-elected the 10 current members of the Creo board of directors and re-appointed KPMG LLP as the company's auditor for the ensuing year.
The meeting was held in Burnaby. Of a total of 33,186,209 votes cast with respect to the proposed transaction, 99.8 percent were voted in favor of the resolution. Of a total of 33,181,059 votes cast with respect to waiving application of the shareholder rights plan, 97.8 percent were voted in favor of the resolution. Voting results will be filed with the Canadian and United States securities regulators later today.
As previously announced on Jan. 31, 2005, Kodak intends to acquire of all
of the issued and outstanding common shares of Creo by way of a statutory
plan of arrangement at a cash price of US$16.50 per share or approximately
US$980 million. After the approval of Creo shareholders received today, the
proposed transaction remains subject to the receipt of various regulatory and
Final approval from the Ontario Superior Court of Justice (Commercial List) will be sought on April 1, 2005.
The parties continue to work toward obtaining all required regulatory
approvals and completing the transaction in the summer of 2005.
This news release contains forward-looking statements within the meaning of
the "safe harbor" provisions of the U.S. Private Securities Litigation Reform
Act 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) the announcement of
the transaction to enter into an arrangement agreement with Eastman Kodak
Co. on Jan. 31, 2005 may disrupt some of our customer or supplier
relationships which may adversely affect future results; (2) new markets and
product introductions do not proceed as planned and may adversely affect
future revenues; (3) technological changes or changes in the competitive
environment may adversely affect the products, market share, revenues or
margins of the business; and (4) 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 Sept. 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.
© 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.
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
Rochelle van Halm
Media Relations (Headquarters)