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Fuji Film Makes Offer to Buy PrimeSource, 80% Premium Over Stock Price

Press release from the issuing company

PENNSAUKEN, N.J.--Aug. 31, 2001--PrimeSource Corporation, the leading distributor and digital workflow integrator to the printing and publishing industry, today announced that it is engaged in negotiations to be acquired by Fuji Photo Film U.S.A., Inc. in a transaction which would pay to each holder of PrimeSource common stock a price of $10.00 per share, net in cash. (Editor’s Note: PrimeSource closed at $5.60 per share on Thursday) The transaction was approved by Fuji's ultimate parent corporation in Tokyo, Japan, on August 31, 2001, and will be presented to PrimeSource's Board of Directors for approval on or before September 4, 2001. If approved by the Board of Directors of PrimeSource, and if a definitive merger agreement is completed and signed, it is expected to provide for Fuji, through a new subsidiary, to commence a tender offer to purchase all of the outstanding shares of PrimeSource common stock. The tender offer would be conditioned upon, among other things: (i) the tender of PrimeSource common shares representing at least 80% of the shares outstanding on the expiration date of the offer and (ii) the expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. In the merger to occur following completion of the tender offer, each share of PrimeSource Common Stock which is outstanding and not purchased in the tender offer would be converted into the right to receive $10.00 in cash. PrimeSource provides more than 200,000 line items from 500 manufacturers to over 20,000 customers from locations throughout the United States.

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