Fuji Photo Film U.S.A. Commences Tender Offer for All Outstanding Shares of PrimeSource Corporation.

Business & Technology Editors

ELMSFORD, N.Y.--(BUSINESS WIRE)--Sept. 11, 2001

Fuji Photo Film U.S.A., Inc. today announced that it has commenced, through a wholly owned subsidiary, a tender offer for all outstanding shares of common stock (and associated rights) of PrimeSource Corporation (NASDAQ:NM:PSRC) at $10.00 per share net to the seller in cash.

The board of directors of PrimeSource has unanimously approved the offer and recommended that PrimeSource shareholders tender their shares pursuant to the offer.

The offer and withdrawal rights will expire at 12:00 midnight, Eastern Daylight Time, on Tuesday, October 9, 2001, unless the offer is extended.

The tender offer is being made pursuant to the terms of a previously announced merger agreement between Fujifilm and PrimeSource. In the merger to occur following the consummation 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.

The tender offer is conditioned upon, among other things, the tender of PrimeSource shares which, together with the shares already owned by Fujifilm, represent at least 80% of the shares outstanding on the expiration date of the offer. The tender offer is also conditioned on the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The offer is also ...