[LETTERHEAD OF PRIMESOURCE]
September 11, 2001
Dear Shareholders:
As you may be aware, on September 4, 2001, PrimeSource Corporation
entered into an Agreement and Plan of a Merger with Fuji Photo Film U.S.A., Inc.
("Fuji"), Enovation Graphic Systems, Inc. ("Enovation"), a wholly-owned
subsidiary of Fuji and FPF Acquisition Corp. (the "Purchaser"), a wholly-owned
subsidiary of Enovation pursuant to which the Purchaser agreed to commence a
tender offer for PrimeSource common stock for a cash price of $10.00 per share,
net to the selling shareholder. The tender offer is conditioned upon, among
other things, the tender of PrimeSource shares which, together with the shares
already owned by Fuji, represent at least 80% of the shares outstanding on the
expiration date of the offer, and upon the receipt of required regulatory
approvals. The merger agreement provides that, following completion of the
tender offer, the Purchaser will merge into PrimeSource and any outstanding
PrimeSource shares that are not acquired through the tender offer will be
converted in the merger into the right to receive $10.00 in cash.
YOUR BOARD HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE
TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT ARE FAIR TO, AND IN THE BEST
INTERESTS OF, THE COMPANY AND ITS SHAREHOLDERS, AND THE BOARD RECOMMENDS THAT
YOU ACCEPT THE OFFER AND TENDER YOUR SHARES OF PRIMESOURCE COMMON STOCK.
In arriving at its recommendation, the Board gave careful consideration
to a number of factors which are described in the enclosed Schedule 14D-9,
including the opinion of Berwind Financial, L.P., PrimeSource's financial
advisor (which is attached as Annex A to the Schedule 14D-9), that the
consideration to be received by the shareholders is fair from a financial point
of view. We urge you to read the enclosed Schedule 14D-9 and the related tender
offer materials carefully and encourage you to tender your shares promptly.
On behalf of PrimeSource's Board of Directors, I thank you for the
support you have given to the Company over the years.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Chairman of the Board, President
and Chief Executive Officer
