PSC Inc. 675 Basket Road Webster, New York 14580PSC Inc • June 19th, 2000 • Computer peripheral equipment, nec
On behalf of the Board of Directors, I am pleased to inform you that PSC Inc. has entered into an Agreement and Plan of Merger (the "Merger Agreement") dated as of June 5, 2000, with two affiliates of Welch Allyn Data Collection, Inc.: Mohawk Corp. ("Parent") and Mohawk Acquisition Corp., a wholly owned subsidiary of Parent ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer to purchase all of the outstanding (i) shares of PSC common stock for $8.45 per share, (ii) shares of PSC Series A Convertible Preferred Stock for $105.625 per share and (iii) warrants to purchase PSC common stock for $8.45 per underlying share of common stock less the exercise price, in each case net to the seller in cash. The tender offer is conditioned upon, among other things, a minimum of two-thirds of PSC's outstanding securities on a fully diluted and as converted basis being validly tendered and not withdrawn prior to the expiration of the tender offer. Provided all
