Bracco to acquire E-Z-EM

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Bracco Diagnostics of Princeton, N.J., the U.S. branch of Bracco Imaging and part of the Bracco Group, has entered a merger agreement with E-Z-EM of Lake Success, N.Y.

Under the terms of the agreement, Bracco will acquire all of the outstanding shares of E-Z-EM for $21 per share in cash. The offer price represents an approximate 32 percent premium over the 10-day average closing price per share for E-Z-EM as of Oct. 29, the last trading day prior to announcement of the transaction.

The total transaction is valued at approximately $241 million for 100 percent of the capital stock. As of Sept. 1, E-Z-EM had no debt outstanding and $44 million in cash, cash equivalents and marketable securities.

Concurrent with the transaction, Bracco entered a voting agreement with certain stockholders of E-Z-EM, representing approximately 34 percent of E-Z-EM's outstanding shares, pursuant to which the stockholders have agreed to vote their shares in favor of the merger.

E-Z-EM said the independent members of its board of directors have unanimously approved the merger agreement and recommend adoption by its shareholders.