Acknowledging that its chemical-based businesses, led by silver-halide film,
were in irreversible decline, Kodak launched an ambitious strategy in
September 2003 to delve deeply into growth markets in the digital imaging

Commercial printing “represents one of the three pillars of Kodak’s
digitally oriented growth strategy,” said Kodak’s chief executive, Daniel
Carp. “The purchase of Creo strengthens that pillar, and essentially concludes
the company’s acquisition plan.”

Kodak will pay $980 million in cash, or $16.50 per share, for all the
outstanding shares of Creo, which had about $85 million of cash on its balance
sheet and no debt. The deal has been approved by each company’s board of

Creo shares rose $1.82, or 12.7 percent, to close at $16.18 in Monday
trading on the Nasdaq Stock Market. Kodak shares rose 39 cents to close at
$33.09 on the New York Stock Exchange.

Creo’s software manages the movement of text, graphics and images from the
computer screen to the printing press.

Kodak, which employs nearly 55,000 people, expects Creo will add at least 5
cents a share to operating earnings in 2006 and about $700 million in sales.
Creo had sales of $636 million in its 2004 fiscal year and about 4,000

On Jan. 12, Kodak said it was paying $817 million for Sun Chemical Corp.’s
50 percent stake in a jointly owned commercial graphic arts business.

Acquiring all of Kodak Polychrome Graphics, a joint venture started in
1998, will boost Kodak’s revenues by about $1.1 billion, operating profits by
8 cents a share in 2005 and expand Kodak’s global distribution network for
digital printing systems, the company said.

Kodak grew into a photography icon on the strength of its traditional film,
paper and photofinishing businesses, but the 124 year-old company is now
betting its future on filmless technology, from cameras and online
photofinishing to minilabs and X-ray systems.

Digital products and services accounted for around $5.5 billion of Kodak’s
sales in 2004, but will vault as high as $8 billion this year. Chemical-based
businesses will account for around $6.6 billion in 2005, down from $8 billion
last year, Kodak predicted.

Kodak ended 2004 with $1.25 billion in cash on its balance sheet and will
finance the Creo deal by issuing debt. “We have every confidence that we will
have ready access to the debt markets to finance this acquisition,” said
Robert Brust, Kodak’s chief financial officer.

In October, Creo said it was reviewing strategic alternatives, including
acquisitions, alliances and the sale of all or parts of its business. In
recent weeks, a dissident shareholder group that owns 5.8 percent of Creo
shares sought to nominate a slate of directors at an annual meeting in
February to replace the company’s management team.

Creo itself is in the throes of a control battle. Robert Burton, who controls
5.8% of Creo, has declared his intention of replacing the company’s Israel
chairman and CEO Amos Michelson, and of making other dramatic changes. Since the
battle began last October, Creo shares have gained some 75%.

Creo CEO Amos Michelson said, “Today we conclude a strategic review process that
began last summer. 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 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

“Kodak also stands to gain a great deal from this transaction,” continued
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) and workflow 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 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