ELMSFORD, N.Y.-Sept. 4, 2001--Fuji Photo Film U.S.A., Inc. and PrimeSource Corporation today announced a definitive merger agreement providing for Fuji's acquisition of PrimeSource. Under the merger agreement, which was unanimously approved by PrimeSource's Board of Directors at a meeting earlier today, Fuji U.S.A., through a new subsidiary, will commence a tender offer to purchase all outstanding shares of PrimeSource Common Stock for $10.00per share, net to the Seller in cash. The total acquisition price is approximately $118.4 million, including transaction costs and PrimeSource's existing debt. The tender offer will be conditioned upon, among other things, (i) the tender of PrimeSource 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 addition, the agreement provides that if it is terminated under specified circumstances, Fuji U.S.A. will be entitled to receive from PrimeSource a fee of $3.0 million plus reimbursement for certain expenses Fuji U.S.A. incurred during the transaction. In the merger to occur following completion of the tender offer, each share of PrimeSource Common Stock which is outstanding and not purchased pursuant to the tender offer will be converted into the right to receive $10.00 in cash. Fuji U.S.A. and PrimeSource expect that the necessary filings with the Securities and Exchange Commission concerning the tender offer will be made early next week and that documents will be mailed to PrimeSource shareholders promptly thereafter. PrimeSource, headquartered in Pennsauken, New Jersey, is a national distributor of equipment and consumable supplies serving the printing and publishing industries. PrimeSource distributes products from more than 500 suppliers and services the industry through its many branch offices located throughout the U.S. Mr. Yasuo "George'' Tanaka, the President of Fuji Photo Film U.S.A., said that "PrimeSource is one of the graphic arts industry's leading distributors, and the acquisition by Fuji demonstrates Fuji's strategic commitment to strengthen the distribution channel for the graphic arts industry.'' Mr. Tanaka added that, "Fuji U.S.A. believes it can strengthen the distribution channel to better meet the needs of our customers, both now and in the future.''