QMS, INC.
ONE MAGNUM PASS,
MOBILE, ALABAMA 36618
June 14, 1999
To Our Stockholders:
On behalf of the Board of Directors (the "Board") of QMS, Inc., a Delaware
corporation (the "Company"), we are pleased to inform you that on June 7, 1999,
the Company entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with Minolta Co., Ltd., a Japanese corporation ("Parent"), and its
wholly-owned subsidiary, Minolta Investments Company, a Delaware corporation
("Purchaser"), pursuant to which Purchaser today has commenced a cash tender
offer (the "Offer") to purchase 5,440,000 outstanding shares of the Company's
common stock, par value $0.01 per share (the "Common Stock") and the associated
rights to purchase shares of the Series A Participating Preferred Stock of the
Company (the "Rights" and, together with the Common Stock, the "Shares") issued
pursuant to the Rights Agreement, dated as of March 8, 1999, by and between the
Company and South Alabama Trust Company, Inc., as Rights Agent, at a price of
$6.25 per Share, net to the seller in cash, without interest. The Offer is
currently scheduled to expire at midnight, New York City time, on Monday, July
12, 1999.
Following the successful completion of the Offer, Purchaser will own a
majority of the outstanding Shares and acquire control of the Company.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE
OFFER AND THE STOCK PURCHASE AGREEMENT ARE FAIR TO, AND IN THE BEST INTERESTS
OF, THE COMPANY AND ITS STOCKHOLDERS, HAS UNANIMOUSLY APPROVED THE OFFER AND THE
STOCK PURCHASE AGREEMENT AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT
THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO.
In arriving at its recommendation, the Board gave careful consideration to
the factors described in the attached Solicitation/Recommendation Statement on
Schedule 14D-9 (the "Schedule 14D-9") that is being filed today with the
Securities and Exchange Commission. Among other things, the Board considered the
opinion of its financial advisor, The Xxxxxxxx-Xxxxxxxx Company, LLC that the
terms of the Offer are fair, from a financial point of view, to the stockholders
of the Company.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated June 14, 1999, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents state the terms and conditions of the Offer and provide instructions
as to how to tender your Shares. We urge you to read these documents carefully
in making your decision with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
Xxxxxx X. Xxxxxxx
Chairman of the Board
