OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
INVIVO CORPORATION
AT
$22.00 NET PER SHARE
BY
INVIVO ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
INTERMAGNETICS GENERAL CORPORATION
--------------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON JANUARY 23, 2004, UNLESS THE OFFER IS EXTENDED.
--------------------------------------------------------------------------------
December 23, 2003
To Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees:
Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a
Delaware corporation ("Purchaser") and a wholly owned subsidiary of
Intermagnetics General Corporation, a New York corporation ("Parent"), has
offered to purchase all the shares of common stock, par value $0.01 per share
("Shares"), of Invivo Corporation, a Delaware corporation (the "Company"), that
are issued and outstanding for $22.00 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in Purchaser's Offer to
Purchase, dated December 23, 2003 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, together with the Offer to Purchase and any
amendments or supplements thereto, collectively constitute the "Offer") enclosed
herewith. Please furnish copies of the enclosed materials to those of your
clients for whose accounts you hold Shares registered in your name or in the
name of your nominee.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, (I) THERE HAVING BEEN
VALIDLY TENDERED AND NOT WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER AT LEAST
THE NUMBER OF SHARES THAT, WHEN ADDED TO THE SHARES ALREADY OWNED BY PARENT OR
PURCHASER, SHALL CONSTITUTE A MAJORITY OF THE THEN OUTSTANDING SHARES ON A FULLY
DILUTED BASIS (INCLUDING, WITHOUT LIMITATION, ALL SHARES ISSUABLE UPON THE
CONVERSION OF ANY CONVERTIBLE SECURITIES OR UPON THE EXERCISE OF ANY OPTIONS,
WARRANTS, OR RIGHTS) AND (II) ANY APPLICABLE WAITING PERIOD UNDER THE
XXXX-XXXXX-XXXXXX ANTITRUST IMPROVEMENTS ACT OF 1976, AS AMENDED, HAVING EXPIRED
OR BEEN TERMINATED PRIOR TO THE EXPIRATION OF THE OFFER. THE OFFER IS ALSO
SUBJECT TO CERTAIN OTHER CONDITIONS CONTAINED IN THE OFFER TO PURCHASE. SEE
"SECTION 1. TERMS OF THE OFFER; EXPIRATION DATE" AND "SECTION 14. CERTAIN
CONDITIONS OF THE OFFER" OF THE OFFER TO PURCHASE, WHICH SET FORTH IN FULL THE
CONDITIONS TO THE OFFER.
For your information and for forwarding to your clients for whom you hold
Shares registered in your name or in the name of your nominee, we are enclosing
the following documents:
1. Offer to Purchase, dated December 23, 2003;
2. Letter of Transmittal for your use in accepting the Offer and
tendering Shares and for the information of your clients;
3. Notice of Guaranteed Delivery to be used to accept the Offer if the
Shares and all other required documents are not immediately available or
cannot be delivered to Wachovia Bank, N.A. (the "Depositary") prior to the
Expiration Date (as defined in the Offer to Purchase) or if the procedure
for book-entry transfer cannot be completed prior to the Expiration Date;
4. A letter to stockholders of the Company from Xxxxx X. Xxxxxxx,
President and Chief Executive Officer of the Company, together with a
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission by the Company;
5. A letter which may be sent to your clients for whose accounts you
hold Shares registered in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer;
6. Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9; and
7. Return envelope addressed to the Depositary.
WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE. PLEASE NOTE
THAT THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON JANUARY 23, 2004, UNLESS THE OFFER IS EXTENDED.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) certificates
evidencing such Shares (or a confirmation of a book-entry transfer of such
Shares into the Depositary's account at the Book-Entry Transfer Facility (as
defined in the Offer to Purchase)), (ii) a Letter of Transmittal (or a manually
signed facsimile thereof) properly completed and duly executed with any required
signature guarantees or, in the case of a book-entry transfer, an Agent's
Message (as defined in the Offer to Purchase) and (iii) any other required
documents.
If holders of Shares wish to tender, but it is impracticable for them to
forward their certificates or other required documents prior to the expiration
of the Offer, a tender may be effected by following the guaranteed delivery
procedure described in "Section 3. Procedures for Accepting the Offer and
Tendering the Shares" of the Offer to Purchase.
Purchaser will not pay any fees or commissions to any broker, dealer or
other person in connection with the solicitation of tenders of Shares pursuant
to the Offer. However, Purchaser will reimburse you for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials to
your clients. Purchaser will pay or cause to be paid any stock transfer taxes
payable with respect to the transfer of Shares to it, except as otherwise
provided in Instruction 6 of the Letter of Transmittal.
Any inquiries you may have with respect to the Offer should be addressed to
Wachovia Bank, N.A. (the "Depositary") at the addresses and telephone numbers
set forth on the back cover page of the Offer to Purchase.
Additional copies of the enclosed material may be obtained from the
Depositary, at the addresses and telephone numbers set forth on the back cover
page of the Offer to Purchase.
Very truly yours,
INVIVO ACQUISITION CORPORATION
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU
OR ANY OTHER PERSON THE AGENT OF PARENT, PURCHASER, THE COMPANY, OR THE
DEPOSITARY, OR OF ANY AFFILIATE OF ANY OF THE FOREGOING, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR TO MAKE ANY STATEMENT ON BEHALF OF ANY OF
THE FOREGOING IN CONNECTION WITH THE OFFER OTHER THAN THE ENCLOSED DOCUMENTS AND
THE STATEMENTS CONTAINED THEREIN.
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