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October 3, 2000
To Our Stockholders:
On behalf of the Board of Directors (the "Board") of Minolta-QMS, Inc., a
Delaware corporation (the "Company"), we are pleased to inform you that on
September 13, 2000, the Company entered into an Agreement and Plan of Merger
(the "Merger Agreement") with Minolta Co., Ltd., a Japanese corporation
("Parent"), and its wholly-owned subsidiary, Minolta Investments Company, a
Delaware corporation ("Purchaser"), pursuant to which Purchaser today has
commenced a cash tender offer (the "Offer") to purchase, at a price of $6.00 per
share, net to the seller in cash, without interest, all outstanding shares of
the Company's common stock, par value $.01 per share (the "Common Stock") not
already owned by Purchaser, and the associated rights to purchase shares of the
Series A Participating Preferred Stock of the Company (the "Rights" and,
together with the Common Stock, the "Shares") issued pursuant to the Rights
Agreement, dated as of March 8, 1999, by and between the Company and South
Alabama Trust Company, Inc., as Rights Agent. The Offer is currently scheduled
to expire at midnight, New York City time, on Tuesday, October 31, 2000.
Following the successful completion of the Offer, the Purchaser will merge
with the Company, which will be the surviving company and a wholly-owned
subsidiary of Parent. The Purchaser currently owns approximately 57.1% of the
outstanding Common Stock.
THE BOARD OF DIRECTORS OF THE COMPANY, BASED ON THE UNANIMOUS RECOMMENDATION
OF A SPECIAL COMMITTEE OF INDEPENDENT DIRECTORS OF THE COMPANY (THE "SPECIAL
COMMITTEE") HAS DETERMINED THAT THE AGREEMENT, THE OFFER, AND THE MERGER ARE
FAIR TO, AND IN THE BEST INTEREST OF, THE COMPANY AND ITS STOCKHOLDERS, HAS
APPROVED THE OFFER AND THE AGREEMENT AND RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS ACCEPT THE OFFER AND TENDER THEIR SHARES PURSUANT THERETO.
In arriving at its recommendation, the Special Committee gave careful
consideration to the factors described in the attached
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9")
that is being filed today with the Securities and Exchange Commission. Among
other things, the Board considered the opinion of its financial advisor, The
Robinson-Humphrey Company, LLC that the terms of the Offer are fair, from a
financial point of view, to the public stockholders of the Company.
In addition to the attached Schedule 14D-9, enclosed also is the Offer to
Purchase dated October 3, 2000, together with related materials, including a
Letter of Transmittal, to be used for tendering your Shares in the Offer. These
documents state the terms and conditions of the Offer and provide instructions
as to how to tender your Shares. We urge you to read these documents carefully
in making your decision with respect to tendering your Shares pursuant to the
Offer.
On behalf of the Board of Directors,
Edward E. Lucente
Chairman of the Board
