OFFER TO PURCHASE
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MINOLTA-QMS, INC.
AT
$6.00 NET PER SHARE
BY
MINOLTA INVESTMENTS COMPANY,
A WHOLLY-OWNED SUBSIDIARY
OF
MINOLTA CO., LTD.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK
CITY TIME, ON TUESDAY, OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
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October 3, 2000
TO OUR CLIENTS:
Enclosed for your consideration are the Offer to Purchase, dated October 3,
2000 (the "Offer to Purchase"), and the related Letter of Transmittal (which,
together with any amendments or supplements thereto, collectively constitute the
"Offer") in connection with the offer by Minolta Investments Company, a Delaware
corporation ("Purchaser") and wholly-owned subsidiary of Minolta Co., Ltd., a
Japanese corporation ("Parent"), to purchase all outstanding shares of common
stock, par value $0.01 per share (the "Common Stock"), of Minolta-QMS, Inc., a
Delaware corporation (the "Company"), including the associated rights to
purchase the Series A Participating Preferred Stock of the Company issued
pursuant to the Rights Agreement (as defined in the Offer to Purchase) (the
"Rights" and, together with the Common Stock, the "Shares") at a purchase price
of $6.00 per Share, net to you in cash (such amount, or any greater amount per
Share paid pursuant to the Offer, being referred to herein as the "Offer
Price"), without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase. WE ARE THE HOLDER OF RECORD OF SHARES HELD
FOR YOUR ACCOUNT. A TENDER OF SUCH SHARES CAN BE MADE ONLY BY US AS THE HOLDER
OF RECORD AND PURSUANT TO YOUR INSTRUCTIONS. THE ENCLOSED LETTER OF TRANSMITTAL
IS FURNISHED TO YOU FOR YOUR INFORMATION ONLY AND CANNOT BE USED BY YOU TO
TENDER SHARES HELD BY US FOR YOUR ACCOUNT.
We request instructions as to whether you wish us to tender any or all of
the Shares held by us for your account, upon the terms and subject to the
conditions set forth in the Offer.
Your attention is invited to the following:
1. The offer price is $6.00 per Share, net to you in cash, without interest,
upon the terms and subject to the conditions set forth in the Offer to Purchase.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company, based on the unanimous
recommendation of a special committee of independent directors of the Company,
has (a) determined that each of the Offer and the Merger (as defined in the
Offer to Purchase) is fair to and in the best interests of the stockholders of
the Company (other than Parent and Purchaser), (b) resolved to approve the
Offer, the Merger and the Merger Agreement (as defined in the Offer to
Purchase), (c) recommended acceptance of the Offer and, if
applicable, adoption of the Merger Agreement by the stockholders of the Company
and (d) declared the Merger Agreement to be advisable.
4. THE OFFER AND WITHDRAWAL RIGHTS EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY
TIME, ON TUESDAY, OCTOBER 31, 2000, UNLESS THE OFFER IS EXTENDED.
5. The Offer is not conditioned upon any minimum number of Shares being
tendered. The Offer is subject to certain conditions set forth in the Offer to
Purchase. See the sections "THE TENDER OFFER--Section 1. Terms of the Offer;
Expiration Date" and "THE TENDER OFFER--Section 11. Certain Conditions of the
Offer" of the Offer to Purchase.
6. Any stock transfer taxes applicable to the sale of Shares to Purchaser
pursuant to the Offer will be paid by Purchaser, except as otherwise provided in
Instruction 6 of the Letter of Transmittal.
Except as disclosed in the Offer to Purchase, Purchaser is not aware of any
state in which the making of the Offer is prohibited by administrative or
judicial action pursuant to any valid state statute. If Purchaser becomes aware
of any valid state statute prohibiting the making of the Offer or the acceptance
of Shares pursuant thereto, Purchaser will make a good faith effort to comply
with such state statute. If, after such good faith effort, Purchaser cannot
comply with such state statute, the Offer will not be made to (nor will tenders
be accepted from or on behalf of) the holders of Shares in such state. In any
jurisdiction in which the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer, the Offer will be deemed to be made
on behalf of Purchaser by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
If you wish to have us tender any or all of your Shares, please so instruct
us by completing, executing and returning to us the instruction form set forth
on the reverse side of this letter. An envelope to return your instructions to
us is enclosed. If you authorize the tender of your Shares, all such Shares will
be tendered unless otherwise specified on the reverse side of this letter. YOUR
INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A
TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER.
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INSTRUCTIONS WITH RESPECT TO THE
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED PREFERRED STOCK PURCHASE RIGHTS)
OF
MINOLTA-QMS, INC.
The undersigned acknowledge(s) receipt of your letter and the enclosed Offer
to Purchase, dated October 3, 2000 (the "Offer to Purchase") and the related
Letter of Transmittal in connection with the Offer by Minolta Investments
Company, a Delaware corporation ("Purchaser") and wholly-owned subsidiary of
Minolta Co., Ltd., a Japanese corporation ("Parent"), to purchase all
outstanding shares of common stock, par value $0.01 per share (the "Common
Stock"), of Minolta-QMS, Inc., a Delaware corporation (the "Company") including
the associated rights to purchase shares of the Series A Participating Preferred
Stock of the Company issued pursuant to the Rights Agreement (as defined in the
Offer to Purchase) (the "Rights" and, together with the Common Stock, the
"Shares"), at a price of $6.00 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase and related Letter of Transmittal.
This will instruct you to tender the number of Shares indicated below (or if
no number is indicated below, all Shares) held by you for the account of the
undersigned, upon the terms and subject to the conditions set forth in the
Offer.
Number of Common Shares to Be Tendered(*)
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Dated: , 2000 Signature(s)
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Print Name(s)
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Address(es)
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Area Code and Telephone Number
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Tax ID or Social Security Number
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* Unless otherwise indicated, it will be assumed that all Shares held by us
for your account are to be tendered.
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