E-Z-EM, Inc. Stockholders Approve Merger Agreement
22 March 2008 - 12:30AM
Business Wire
E-Z-EM, Inc. (NASDAQ: EZEM) announced today that the stockholders
of the Company voted to adopt the merger agreement providing for
the acquisition of the Company by Bracco Diagnostics Inc. (Bracco),
the US-based subsidiary of Bracco Imaging S.p.A and part of the
Bracco Group, at a special meeting of the stockholders held
yesterday, Thursday March 20, 2008, in Garden City, NY. The number
of shares voting to adopt the merger agreement represents
approximately 69.1% of the total number of shares outstanding and
entitled to vote. The proposed merger was announced on October 30,
2007 and is expected to close on or about April 1, 2008, pending
the satisfaction or waiver of all the closing conditions set forth
in the merger agreement. Under the terms of the merger agreement,
Company stockholders will receive $21.00 per share in cash, without
interest. 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 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 S.p.A, is a
subsidiary of Bracco S.p.A 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.
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 have been filed with the SEC. INVESTORS
ARE URGED TO READ THE PROXY STATEMENT AND MATERIALS BECAUSE THEY
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 LL 26, Lake
Success, NY 11042, Attention: Chief Legal Officer. Investors are
urged to read the Proxy Statement and the other relevant materials
before making any investment decision with respect to the proposed
merger. 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
anticipated closing date of the merger transaction, satisfaction of
all conditions required for successful closing of the merger
transaction, the ability of E-Z-EM to develop its products,
unexpected costs or liabilities resulting from the merger
transaction, and adverse impact on E-Z-EM�s business, if any,
resulting from uncertainty surrounding the merger transaction;
future actions by the FDA or other regulatory agencies, overall
economic conditions, general market conditions, 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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