[INVIVO LOGO]
December 23, 2003
Dear Stockholders:
I am pleased to inform you that Invivo Corporation has entered into an
Agreement and Plan of Merger, dated as of December 17, 2003, by and among Invivo
Corporation, Intermagnetics General Corporation and Invivo Acquisition
Corporation f/k/a Magic Subsidiary Corporation, a wholly owned subsidiary of
Intermagnetics General Corporation, pursuant to which Invivo Acquisition
Corporation has commenced a tender offer to purchase all of the outstanding
shares of common stock of Invivo for $22.00 per common share, net to the seller
in cash, without interest.
The tender offer is conditioned upon, among other things, a minimum of a
majority of Invivo's outstanding common shares on a fully diluted basis being
tendered and not withdrawn prior to the expiration of the offer. After
completion of the tender offer and the satisfaction of certain conditions,
Invivo Acquisition Corporation will be merged with and into Invivo, and any
Invivo common shares not purchased in the tender offer (other than dissenting
shares) will, by virtue of the merger and without any action by the holders of
such shares, be converted into the right to receive an amount in cash equal to
$22.00 per share (or any higher per share price that Invivo Acquisition
Corporation determines in its sole discretion to pay in the tender offer).
THE BOARD OF DIRECTORS HAS UNANIMOUSLY DETERMINED THAT THE MERGER AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER AND THE
MERGER (EACH AS DEFINED HEREIN), ARE FAIR TO, AND IN THE BEST INTERESTS OF, THE
HOLDERS OF SHARES, HAS APPROVED, ADOPTED AND DECLARED ADVISABLE THE MERGER
AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY, INCLUDING EACH OF THE OFFER
AND THE MERGER, AND HAS RECOMMENDED THAT THE HOLDERS OF SHARES ACCEPT THE OFFER
AND TENDER SHARES PURSUANT TO THE OFFER.
Enclosed is a copy of Xxxxxx's Schedule 14D-9, as filed with the Securities
and Exchange Commission on December 23, 2003. The Schedule 14D-9 contains
additional information relating to the tender offer and the merger, including a
description of the reasons for your Board of Director's conclusions described in
the preceding paragraph. Also enclosed are Invivo Acquisition Corporation's
offer to purchase, dated December 23, 2003, a letter of transmittal for use in
tendering your Invivo common shares and other related documents. These documents
set forth the terms and conditions of the tender offer. We urge you to read the
enclosed information and consider it carefully before making your decision to
tender your common shares.
Your Board of Directors and the management and employees of Invivo thank
you for your continued support.
Sincerely,
Xxxxx X. Xxxxxxx
Chief Executive Officer