BACKGROUNDRights Agreement • September 13th, 2001 • Primesource Corp • Wholesale-professional & commercial equipment & supplies • Pennsylvania
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...Merger Agreement • September 13th, 2001 • Primesource Corp • Wholesale-professional & commercial equipment & supplies
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 i
BACKGROUNDCancellation Agreement • September 13th, 2001 • Primesource Corp • Wholesale-professional & commercial equipment & supplies
BACKGROUNDCancellation Agreement • September 13th, 2001 • Primesource Corp • Wholesale-professional & commercial equipment & supplies
