OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES OF COMMON STOCK
OF
INVIVO CORPORATION
AT
$22.00 NET PER SHARE
BY
INVIVO ACQUISITION CORPORATION
A WHOLLY OWNED SUBSIDIARY OF
INTERMAGNETICS GENERAL CORPORATION
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, JANUARY 23, 2004, UNLESS THE OFFER IS EXTENDED.
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December 23, 2003
To Our Clients:
Enclosed for your consideration are an Offer to Purchase, dated December
23, 2003 (the "Offer to Purchase"), and the related Letter of Transmittal
(which, together with the Offer to Purchase and any amendments or supplements
thereto, collectively constitute the "Offer") in connection with the offer by
Invivo Acquisition Corporation f/k/a Magic Subsidiary Corporation, a Delaware
corporation ("Purchaser") and a wholly owned subsidiary of Intermagnetics
General Corporation, a New York corporation ("Parent"), to purchase all the
shares of common stock, par value $0.01 per share ("Shares") of Invivo
Corporation, a Delaware corporation (the "Company"), that are issued and
outstanding for $22.00 per share (such amount being the "Per Share Amount"), net
to the seller in cash, upon the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal. We are (or our
nominee is) 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 to have us tender on your
behalf any or all 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 tender price is $22.00 per Share, net to you in cash.
2. The Offer is being made for all outstanding Shares.
3. The Board of Directors of the Company has unanimously determined
that the Merger Agreement and the transactions contemplated thereby,
including each of the Offer and the Merger (as defined in the Offer to
Purchase), are fair to, and in the best interests of, the holders of
Shares, has approved, adopted and declared advisable the Merger Agreement
(as defined in the Offer to Purchase) and the transactions contemplated
thereby, including each of the Offer and Merger, and has recommended that
holders of Shares accept the Offer and tender their Shares pursuant to the
Offer.
4. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW
YORK CITY TIME, JANUARY 23, 2004, UNLESS THE OFFER IS EXTENDED.
5. The Offer is conditioned upon, among other things, (i) there having
been validly tendered and not withdrawn prior to the expiration of the
Offer at least the number of Shares that, when added to the Shares already
owned by Parent and Purchaser, shall constitute a majority of the then
outstanding shares on a fully diluted basis (including, without limitation,
all Shares issuable upon the conversion of any convertible or exchangeable
securities or upon the exercise of any options, warrants, or rights) and
(ii) any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended, having expired or been terminated
prior to the expiration of the Offer. The Offer is also subject to certain
other conditions contained in the Offer to Purchase. See "Section 1. Terms
of the Offer; Expiration Date" and "Section 14. Certain Conditions of the
Offer" of the Offer to Purchase, which set forth in full the conditions to
the Offer.
6. Tendering stockholders will not be obligated to pay brokerage fees
or commissions or, except as otherwise provided in Instruction 6 of the
Letter of Transmittal, stock transfer taxes with respect to the purchase of
Shares by Purchaser pursuant to the Offer.
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 contained
in this letter. An envelope in which 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 in your instructions. 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.
The Offer is being made solely by the Offer to Purchase and the related
Letter of Transmittal and is being made to holders of Shares. Purchaser is not
aware of any jurisdiction where the making of the Offer is prohibited by any
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 where the securities, blue sky or
other laws require the Offer to be made by a licensed broker or dealer, the
Offer shall be deemed to be made on behalf of Purchaser by one or more
registered brokers or dealers licensed under the laws of such jurisdiction.
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INSTRUCTIONS WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING SHARES
OF
INVIVO CORPORATION
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase, dated December 23, 2003, and the related Letter of
Transmittal (which, together with the Offer to Purchaser and any amendments or
supplements thereto, collectively constitute the "Offer") in connection with the
offer by Invivo Acquisition Corporation, a Delaware corporation and a wholly
owned subsidiary of Intermagnetics General Corporation, a New York corporation,
to purchase all the shares of common stock, par value $0.01 per share
("Shares"), of Invivo Corporation, a Delaware corporation, that are issued and
outstanding at a purchase price of $22.00 per Share, net to the seller in cash,
open to the terms and subject to the conditions set forth in the Offer to
Purchase and in the 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) that are held by you for the
account of the undersigned, upon the terms and subject to the conditions set
forth in the Offer.
Dated: , 200--
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Number of Shares to be Tendered: SIGN HERE
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SIGNATURE(S)
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PLEASE TYPE OR PRINT NAMES(S)
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PLEASE TYPE OR PRINT ADDRESS
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AREA CODE AND TELEPHONE NUMBER
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TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER
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(1) Unless otherwise indicated, it will be assumed that all Shares held by us for your account are to be
tendered.
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