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Mergers and Acquisitions

Date: 2011-03-15

Type of information:

Acquired company: Theragenics (USA)

Acquiring company: Eckert & Ziegler Strahlen- und Medizintechnik (Germany)

Amount: $74 million

Terms: Eckert & Ziegler Strahlen- und Medizintechnik AG, the majority shareholder of IBt Bebig, has submitted a non-binding proposal to the Board of Directors of Theragenics Corporation, based in Buford, Georgia, USA to acquire, either directly or through IBt Bebig, all the outstanding shares of Theragenics for $2.20 per share, in cash. The offer represents a total equity value of approximately $74 million and a premium of 38.4% over Theragenics\' closing stock price on March 16, 2011. The offer also represents a premium of 15.8% over the 52 week high trading price of Theragenics stock.
The non-binding offer, which was made on February 8, 2011, and rejected by Theragenics on March 11, 2011, was reiterated in a letter sent today to Theragenics\' Board of Directors. Theragenics has been unwilling to engage in discussions with Eckert & Ziegler. Eckert & Ziegler is disclosing the contents of its letter and non-binding offer in order to inform Theragenics\' shareholders of the significant shareholder value and compelling strategic fit inherent in a combination of the two companies.

*On March  17, 2011, Theragenics confirmed that its Board of Directors has rejected a takeover proposal from Eckert & Ziegler Strahlen- und Medizintechnik AG, either directly or through its subsidiary IBt Bebig, saying it significantly undervalues the company. The proposal from EUZ and its wholly owned subsidiary, IBt, would allow EUZ to acquire all outstanding shares of Theragenics\' stock at $2.20 per share

 * On April 6, 2011, Eckert & Ziegler Strahlen- und Medizintechnik AG determined not to increase, or to continue to pursue, its offer to acquire Theragenics due to continued resistance from the Theragenics board of directors against any kind of negotiated transaction, and for lack of evidence that the additional effort of a hostile take-over would be justified by the risk-adjusted business value of the target. Eckert & Ziegler therefore withdraws its offer to acquire Theragenics.

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