E-Z-EM to merge with Bracco Diagnostics

The offer price represents an approximate 32% premium over the 10-day average closing price per share for E-Z-EM as of October 29, 2007, the last trading day prior to announcement of the transaction. On a fully diluted basis, the total transaction is valued at approximately $241 million for 100% of the capital stock.

As of September 1, 2007, E-Z-EM had no debt outstanding and $44 million in cash, cash equivalents and marketable securities. Concurrently with the transaction, Bracco entered into a voting agreement with certain stockholders of E-Z-EM, representing approximately 34% of E-Z-EM’s outstanding shares, pursuant to which the stockholders have agreed to vote their shares in favor of the merger.

This transaction represents the culmination of a comprehensive strategic alternatives process conducted by the E-Z-EM board of directors over the past year to identify the best alternative to create value for E-Z-EM’s shareholders, the company said. 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.