Common use of SUMMARY TERM SHEET Clause in Contracts

SUMMARY TERM SHEET. PN Acquisition Subsidiary Inc. is offering to purchase all of the outstanding common stock of National Computer Systems, Inc. (including the associated preferred stock purchase rights) for $73.00 per share in cash. The following are some of the questions you, as a shareholder of National Computer Systems, Inc., may have and answers to those questions. We urge you to read carefully the remainder of this offer to purchase and the letter of transmittal because the information in this summary is not complete. Additional important information is contained in the remainder of this offer to purchase and the letter of transmittal. WHO IS OFFERING TO BUY MY SHARES? Our name is PN Acquisition Subsidiary Inc. We are a Minnesota corporation formed for the purpose of making a tender offer for all of the common stock of National Computer Systems, Inc. We are a wholly owned indirect subsidiary of ▇▇▇▇▇▇▇ plc, a public limited company registered in England and Wales. See "Introduction" and Section 9--"Certain Information Concerning Parent and the Purchaser"--of this offer to purchase. WHAT SHARES ARE BEING SOUGHT IN THE OFFER? We are seeking to purchase all of the outstanding common stock of National Computer Systems, Inc. (including the associated preferred stock purchase rights). See "Introduction" and Section 1--"Terms of the Offer"--of this offer to purchase. HOW MUCH ARE YOU OFFERING TO PAY, WHAT IS THE FORM OF PAYMENT AND WILL I HAVE TO PAY ANY FEES OR COMMISSIONS? We are offering to pay $73.00 per share (including the associated preferred stock purchase rights), net to you, in cash. If you are the record owner of your shares and you tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See "Introduction" and Section 1--"Terms of the Offer"--of this offer to purchase. DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? The offer is not conditioned upon any financing arrangements. ▇▇▇▇▇▇▇ plc will provide us with sufficient funds to acquire all tendered shares and any shares to be acquired in the merger that is expected to follow the successful completion of the offer. ▇▇▇▇▇▇▇ plc expects to obtain these funds from the proceeds of an offering of its ordinary shares to its existing shareholders. The offering is being substantially underwritten by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and Cazenove & Co. You are not being offered to purchase securities in such offering. See Section 10--"Source and Amount of Funds"--of this offer to purchase. IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER? We do not think our financial condition is relevant to your decision whether to tender shares and accept the offer because: - the offer is being made for all outstanding shares solely for cash, - the offer is not subject to any financing condition, and - if we consummate the offer, we will acquire all remaining shares for the same cash price per share as in the merger. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? You will have at least until 12:00 midnight, New York City time, on September 7, 2000, to tender your shares in the offer. Further, if you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described later in this offer to purchase. See Section 1---"Terms of the Offer"--and Section 2--"Procedures for Tendering Shares"--of this offer to purchase. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? Subject to the terms of the merger agreement, we can extend the offer. We have agreed in the merger agreement that: --we may (i) extend the offer for one or more periods of time that we reasonably believe to be necessary to cause the conditions to the offer to be satisfied, if at the scheduled expiration date of the offer any of the conditions to our obligation to accept shares for payment is not satisfied or waived until such time as all conditions are satisfied or waived, (ii) extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission that is applicable to the offer, (iii) extend the offer for an aggregate period of not more than 17 business days beyond the initial expiration date of the offer to the extent required by ▇▇▇▇▇▇▇ plc to enable it and us to complete the financing of the purchase of the shares tendered pursuant to the offer or (iv) extend the offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence, if, as of such date, all of the conditions to our obligation to accept the shares for payment are satisfied or waived, but the number of shares validly tendered and not withdrawn pursuant to the offer equals less than 90% of the outstanding shares of National Computer Systems, Inc.; --we shall extend the offer for a period of time which we reasonably believe is necessary to cause the conditions to the offer to be satisfied or waived if (i) all of the conditions to the offer are not satisfied on any scheduled expiration date of the offer and (ii) National Computer Systems, Inc. is in compliance with all of its covenants in the merger agreement; PROVIDED, HOWEVER, that we are not required to extend the offer beyond December 31, 2000; and --we may elect to provide a "subsequent offering period" for the offer. A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased shares tendered during the offer, during which shareholders may tender, but not withdraw, their shares and receive the offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so. See Section 1--"Terms of the Offer"--of this offer to purchase. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will inform ▇▇▇▇▇▇▇▇▇▇▇ Shareholder Services, L.L.C., the depositary for the offer, of that fact and will make a public announcement of the extension, no later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 1--"Terms of the Offer"--of this offer to purchase. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There is no financing condition to the offer, however: --we are not obligated to purchase any tendered shares unless the number of shares validly tendered and not withdrawn before the expiration date of the offer represents at least a majority of the shares of National Computer Systems, Inc. outstanding on a fully diluted basis. We have agreed not to waive this minimum tender condition without the consent of National Computer Systems, Inc. --we are not obligated to purchase any tendered shares if: --there is a material adverse change in National Computer Systems, Inc. or its business; or --the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or under any other applicable material competition, merger, control, antitrust or similar law or regulation have not expired or been terminated. The offer is also subject to a number of other conditions. See Section 14--"Certain Conditions of the Offer"--of this offer to purchase. HOW DO I TENDER MY SHARES? To tender shares, you must deliver the certificates representing your shares, together with a completed letter of transmittal and any other documents required, to ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, no later than the time the tender offer expires. If your shares are held in street name, the shares can be tendered by your nominee through The Depository Trust Company. If you cannot deliver something that is required to be delivered to the depositary by the expiration of the tender offer, you may get a little extra time to do so by having a broker, a bank or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or other eligible institution guarantee that the missing items will be received by the depositary within three National Association of Securities Dealers Automated Quotation System trading days. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Section 2--"Procedures for Tendering Shares"--of this offer to purchase. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw shares at any time until the offer has expired and, if we have not by October 5, 2000, agreed to accept your shares for payment, you can withdraw them at any time after such time until we accept shares for payment. This right to withdraw will not apply to any subsequent offering period, if one is included. See Section 1--"Terms of the Offer"--and Section 3--"Withdrawal Rights"--of this offer to purchase. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw the shares. See Section 1--"Terms of the Offer"--and Section 3--"Withdrawal Rights"--of this offer to purchase. WHAT DOES THE NATIONAL COMPUTER SYSTEMS, INC. BOARD OF DIRECTORS THINK OF THE OFFER? We are making the offer pursuant to a merger agreement, as amended, among us, ▇▇▇▇▇▇▇ plc and National Computer Systems, Inc. The National Computer Systems, Inc. board of directors (at a meeting duly called and held) determined that the merger agreement, the offer and the merger are fair to and in the best interests of National Computer Systems, Inc. and the shareholders of National Computer Systems, Inc. and approved and adopted the merger agreement and the transactions contemplated thereby, including our tender offer and our proposed merger with National Computer Systems, Inc. and resolved to recommend that shareholders accept the offer and tender their shares. A committee of such board, formed in accordance with Section 302A.673 of the Minnesota Business Corporation Act (at a meeting duly called and held) has approved the merger agreement and the transactions contemplated thereby, including our tender offer and our proposed merger with National Computer Systems, Inc. HAVE ANY SHAREHOLDERS AGREED TO TENDER THEIR SHARES? No. The executive officers and directors of National Computer Systems, Inc., who own in the aggregate approximately 3.4% of the outstanding common stock of National Computer Systems, Inc., on a fully diluted basis, have advised National Computer Systems, Inc. that they currently intend to tender all of the shares of common stock of National Computer Systems, Inc. owned by them. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED IN THE OFFER? If we accept for payment and pay for at least a majority of the outstanding shares on a fully diluted basis of National Computer Systems, Inc., we will be merged with National Computer Systems, Inc. If that merger takes place, ▇▇▇▇▇▇▇ plc will indirectly own all of the shares of National Computer Systems, Inc., and all other shareholders of National Computer Systems, Inc. will receive $73.00 per share in cash (or any higher price per share that is paid in the offer). There are no dissenters' rights available in connection with the offer. However, if the merger takes place, shareholders who have not sold their shares in the offer will have dissenters' rights under Minnesota law. See Section 12--"Purpose of the Offer; the Merger Agreement; Plans for the Company-- Dissenters' Rights"--of this offer to purchase. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? If the merger takes place, shareholders who do not tender in the offer will receive the same amount of cash per share that they would have received had they tendered their shares in the offer, subject to their right to pursue dissenters' rights under Minnesota law. Therefore, if the merger takes place and you do not perfect your dissenters' rights, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares. However, if the merger does not take place, the number of shareholders and the number of shares of National Computer Systems, Inc. that are still in the hands of the public may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for the shares. Also, the shares may no longer be eligible to be traded on The National Association of Securities Dealers Automated Quotation System--National Market or any other securities exchange, and National Computer Systems, Inc. may cease making filings with the SEC or otherwise cease being required to comply with the SEC's rules relating to publicly held companies. See Section 7--"Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations"--and Section 12--"Purpose of the Offer; the Merger Agreement; Plans for the Company"--of this offer to purchase. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? On July 28, 2000, the last trading day before National Computer Systems, Inc. and ▇▇▇▇▇▇▇ plc announced that they had signed the merger agreement, the last sale price of the shares reported on The National Association of Securities Dealers Automated Quotation System--National Market was $58.13 per share. On August 4, 2000, the last trading day before we commenced our tender offer, the last sale price of the shares was $72.06 per share. We advise you to obtain a recent quotation for shares of National Computer Systems, Inc. in deciding whether to tender your shares. See Section 6--"Price Range of the Shares; Dividends on the Shares"--of this offer to purchase. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. at (▇▇▇) ▇▇▇-▇▇▇▇ (toll free) or ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. at (▇▇▇) ▇▇▇-▇▇▇▇ (toll free). ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. is acting as the information agent and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. is acting as the dealer manager for our tender offer. See the back cover of this offer to purchase. To the Holders of Common Stock of National Computer Systems, Inc.: INTRODUCTION PN ACQUISITION SUBSIDIARY INC., a Minnesota corporation (the "PURCHASER") and wholly owned indirect subsidiary of ▇▇▇▇▇▇▇ PLC, a public limited company registered in England and Wales ("PARENT"), hereby offers to purchase all the outstanding shares of common stock, par value $0.03 per share (the "COMMON STOCK"), of NATIONAL COMPUTER SYSTEMS, INC., a Minnesota corporation (the "COMPANY"), including the associated preferred stock purchase rights (the "RIGHTS") issued pursuant to the Second Amended and Restated Rights Agreement, dated as of December 8, 1998, between the Company and Norwest Bank Minnesota, N.A. (as amended, the "RIGHTS AGREEMENT") (the Common Stock and the Rights together are referred to herein as the "SHARES") at a price of $73.00 per Share, net to the seller in cash, without interest thereon (the "OFFER PRICE"), upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "OFFER"). Tendering shareholders whose shares are registered in their own names and who tender directly to the Depositary (as defined below) will not be obligated to pay brokerage fees or commissions or, except as set forth in Instruction 6 of the Letter of Transmittal, transfer taxes on the purchase of Shares pursuant to the Offer. Shareholders who hold their Shares through banks or brokers should check with such institutions as to whether they charge any service fees. The Purchaser will pay all fees and expenses of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., which is acting as Dealer Manager (the "DEALER MANAGER"), ChaseMellon Shareholder Services, L.L.C., which is acting as the Depositary (the "DEPOS

SUMMARY TERM SHEET. PN Acquisition This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to fully understand the Offer (as defined below), the Merger (as defined below) and the related transactions. References to “we,” “us,” or “our,” unless the context otherwise requires, are references to Purchaser (as defined below). • Asclepius Subsidiary Inc. Corporation (“Purchaser”), an indirect wholly-owned subsidiary of Asahi Kasei Corporation (“Asahi Kasei”), is offering to purchase all of the outstanding common stock of National Computer Systems, Inc. (including the associated preferred stock purchase rights) for $73.00 per share in cash. The following are some of the questions you, as a shareholder of National Computer Systems, Inc., may have issued and answers to those questions. We urge you to read carefully the remainder of this offer to purchase and the letter of transmittal because the information in this summary is not complete. Additional important information is contained in the remainder of this offer to purchase and the letter of transmittal. WHO IS OFFERING TO BUY MY SHARES? Our name is PN Acquisition Subsidiary Inc. We are a Minnesota corporation formed for the purpose of making a tender offer for all of the common stock of National Computer Systems, Inc. We are a wholly owned indirect subsidiary of ▇▇▇▇▇▇▇ plc, a public limited company registered in England and Wales. See "Introduction" and Section 9--"Certain Information Concerning Parent and the Purchaser"--of this offer to purchase. WHAT SHARES ARE BEING SOUGHT IN THE OFFER? We are seeking to purchase all of the outstanding common stock of National Computer Systems, Inc. (including the associated preferred stock purchase rights). See "Introduction" and Section 1--"Terms of the Offer"--of this offer to purchase. HOW MUCH ARE YOU OFFERING TO PAY, WHAT IS THE FORM OF PAYMENT AND WILL I HAVE TO PAY ANY FEES OR COMMISSIONS? We are offering to pay $73.00 per share (including the associated preferred stock purchase rights), net to you, in cash. If you are the record owner of your shares and you tender your shares to us in the offer, you will not have to pay brokerage fees or similar expenses. If you own your shares through a broker or other nominee, and your broker tenders your shares on your behalf, your broker or nominee may charge you a fee for doing so. You should consult your broker or nominee to determine whether any charges will apply. See "Introduction" and Section 1--"Terms of the Offer"--of this offer to purchase. DO YOU HAVE THE FINANCIAL RESOURCES TO MAKE PAYMENT? The offer is not conditioned upon any financing arrangements. ▇▇▇▇▇▇▇ plc will provide us with sufficient funds to acquire all tendered shares and any shares to be acquired in the merger that is expected to follow the successful completion of the offer. ▇▇▇▇▇▇▇ plc expects to obtain these funds from the proceeds of an offering of its ordinary shares to its existing shareholders. The offering is being substantially underwritten by ▇▇▇▇▇▇▇ ▇▇▇▇▇ International and Cazenove & Co. You are not being offered to purchase securities in such offering. See Section 10--"Source and Amount of Funds"--of this offer to purchase. IS YOUR FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER IN THE OFFER? We do not think our financial condition is relevant to your decision whether to tender shares and accept the offer because: - the offer is being made for all outstanding shares solely for cash, - the offer is not subject to any financing condition, and - if we consummate the offer, we will acquire all remaining shares for the same cash price per share as in the merger. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER? You will have at least until 12:00 midnight, New York City time, on September 7, 2000, to tender your shares in the offer. Further, if you cannot deliver everything that is required in order to make a valid tender by that time, you may be able to use a guaranteed delivery procedure, which is described later in this offer to purchase. See Section 1---"Terms of the Offer"--and Section 2--"Procedures for Tendering Shares"--of this offer to purchase. CAN THE OFFER BE EXTENDED AND UNDER WHAT CIRCUMSTANCES? Subject to the terms of the merger agreement, we can extend the offer. We have agreed in the merger agreement that: --we may (i) extend the offer for one or more periods of time that we reasonably believe to be necessary to cause the conditions to the offer to be satisfied, if at the scheduled expiration date of the offer any of the conditions to our obligation to accept shares for payment is not satisfied or waived until such time as all conditions are satisfied or waived, (ii) extend the offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission that is applicable to the offer, (iii) extend the offer for an aggregate period of not more than 17 business days beyond the initial expiration date of the offer to the extent required by ▇▇▇▇▇▇▇ plc to enable it and us to complete the financing of the purchase of the shares tendered pursuant to the offer or (iv) extend the offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence, if, as of such date, all of the conditions to our obligation to accept the shares for payment are satisfied or waived, but the number of shares validly tendered and not withdrawn pursuant to the offer equals less than 90% of the outstanding shares of National Computer Systems, Inc.; --we shall extend the offer for a period of time which we reasonably believe is necessary to cause the conditions to the offer to be satisfied or waived if (i) all of the conditions to the offer are not satisfied on any scheduled expiration date of the offer and (ii) National Computer Systems, Inc. is in compliance with all of its covenants in the merger agreement; PROVIDED, HOWEVER, that we are not required to extend the offer beyond December 31, 2000; and --we may elect to provide a "subsequent offering period" for the offer. A subsequent offering period, if one is included, will be an additional period of time beginning after we have purchased shares tendered during the offer, during which shareholders may tender, but not withdraw, their shares and receive the offer consideration. We do not currently intend to include a subsequent offering period, although we reserve the right to do so. See Section 1--"Terms of the Offer"--of this offer to purchase. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED? If we extend the offer, we will inform ▇▇▇▇▇▇▇▇▇▇▇ Shareholder Services, L.L.C., the depositary for the offer, of that fact and will make a public announcement of the extension, no later than 9:00 a.m., New York City time, on the next business day after the day on which the offer was scheduled to expire. See Section 1--"Terms of the Offer"--of this offer to purchase. WHAT ARE THE MOST SIGNIFICANT CONDITIONS TO THE OFFER? There is no financing condition to the offer, however: --we are not obligated to purchase any tendered shares unless the number of shares validly tendered and not withdrawn before the expiration date of the offer represents at least a majority of the shares of National Computer Systems, Inc. outstanding on a fully diluted basis. We have agreed not to waive this minimum tender condition without the consent of National Computer Systems, Inc. --we are not obligated to purchase any tendered shares if: --there is a material adverse change in National Computer Systems, Inc. or its business; or --the applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976 or under any other applicable material competition, merger, control, antitrust or similar law or regulation have not expired or been terminated. The offer is also subject to a number of other conditions. See Section 14--"Certain Conditions of the Offer"--of this offer to purchase. HOW DO I TENDER MY SHARES? To tender shares, you must deliver the certificates representing your shares, together with a completed letter of transmittal and any other documents required, to ChaseMellon Shareholder Services, L.L.C., the depositary for the offer, no later than the time the tender offer expires. If your shares are held in street name, the shares can be tendered by your nominee through The Depository Trust Company. If you cannot deliver something that is required to be delivered to the depositary by the expiration of the tender offer, you may get a little extra time to do so by having a broker, a bank or other fiduciary that is a member of the Securities Transfer Agents Medallion Program or other eligible institution guarantee that the missing items will be received by the depositary within three National Association of Securities Dealers Automated Quotation System trading days. For the tender to be valid, however, the depositary must receive the missing items within that three trading day period. See Section 2--"Procedures for Tendering Shares"--of this offer to purchase. UNTIL WHAT TIME CAN I WITHDRAW PREVIOUSLY TENDERED SHARES? You can withdraw shares at any time until the offer has expired and, if we have not by October 5, 2000, agreed to accept your shares for payment, you can withdraw them at any time after such time until we accept shares for payment. This right to withdraw will not apply to any subsequent offering period, if one is included. See Section 1--"Terms of the Offer"--and Section 3--"Withdrawal Rights"--of this offer to purchase. HOW DO I WITHDRAW PREVIOUSLY TENDERED SHARES? To withdraw shares, you must deliver a written notice of withdrawal, or a facsimile of one, with the required information to the depositary while you still have the right to withdraw the shares. See Section 1--"Terms of the Offer"--and Section 3--"Withdrawal Rights"--of this offer to purchase. WHAT DOES THE NATIONAL COMPUTER SYSTEMS, INC. BOARD OF DIRECTORS THINK OF THE OFFER? We are making the offer pursuant to a merger agreement, as amended, among us, ▇▇▇▇▇▇▇ plc and National Computer Systems, Inc. The National Computer Systems, Inc. board of directors (at a meeting duly called and held) determined that the merger agreement, the offer and the merger are fair to and in the best interests of National Computer Systems, Inc. and the shareholders of National Computer Systems, Inc. and approved and adopted the merger agreement and the transactions contemplated thereby, including our tender offer and our proposed merger with National Computer Systems, Inc. and resolved to recommend that shareholders accept the offer and tender their shares. A committee of such board, formed in accordance with Section 302A.673 of the Minnesota Business Corporation Act (at a meeting duly called and held) has approved the merger agreement and the transactions contemplated thereby, including our tender offer and our proposed merger with National Computer Systems, Inc. HAVE ANY SHAREHOLDERS AGREED TO TENDER THEIR SHARES? No. The executive officers and directors of National Computer Systems, Inc., who own in the aggregate approximately 3.4% of the outstanding common stock of National Computer Systems, Inc., on a fully diluted basis, have advised National Computer Systems, Inc. that they currently intend to tender all of the shares of common stock of National Computer Systems, Inc. owned by them. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL THE SHARES ARE NOT TENDERED IN THE OFFER? If we accept for payment and pay for at least a majority of the outstanding shares on a fully diluted basis of National Computer Systems, Inc., we will be merged with National Computer Systems, Inc. If that merger takes place, ▇▇▇▇▇▇▇ plc will indirectly own all of the shares of National Computer Systems, Inc., and all other shareholders of National Computer Systems, Inc. will receive $73.00 per share in cash (or any higher price per share that is paid in the offer). There are no dissenters' rights available in connection with the offer. However, if the merger takes place, shareholders who have not sold their shares in the offer will have dissenters' rights under Minnesota law. See Section 12--"Purpose of the Offer; the Merger Agreement; Plans for the Company-- Dissenters' Rights"--of this offer to purchase. IF I DECIDE NOT TO TENDER, HOW WILL THE OFFER AFFECT MY SHARES? If the merger takes place, shareholders who do not tender in the offer will receive the same amount of cash per share that they would have received had they tendered their shares in the offer, subject to their right to pursue dissenters' rights under Minnesota law. Therefore, if the merger takes place and you do not perfect your dissenters' rights, the only difference to you between tendering your shares and not tendering your shares is that you will be paid earlier if you tender your shares. However, if the merger does not take place, the number of shareholders and the number of shares of National Computer Systems, Inc. that are still in the hands of the public may be so small that there may no longer be an active public trading market (or, possibly, any public trading market) for the shares. Also, the shares may no longer be eligible to be traded on The National Association of Securities Dealers Automated Quotation System--National Market or any other securities exchange, and National Computer Systems, Inc. may cease making filings with the SEC or otherwise cease being required to comply with the SEC's rules relating to publicly held companies. See Section 7--"Effect of the Offer on the Market for the Shares; Nasdaq Listing; Exchange Act Registration; Margin Regulations"--and Section 12--"Purpose of the Offer; the Merger Agreement; Plans for the Company"--of this offer to purchase. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE? On July 28, 2000, the last trading day before National Computer Systems, Inc. and ▇▇▇▇▇▇▇ plc announced that they had signed the merger agreement, the last sale price of the shares reported on The National Association of Securities Dealers Automated Quotation System--National Market was $58.13 per share. On August 4, 2000, the last trading day before we commenced our tender offer, the last sale price of the shares was $72.06 per share. We advise you to obtain a recent quotation for shares of National Computer Systems, Inc. in deciding whether to tender your shares. See Section 6--"Price Range of the Shares; Dividends on the Shares"--of this offer to purchase. TO WHOM CAN I TALK IF I HAVE QUESTIONS ABOUT THE TENDER OFFER? You can call ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. at (▇▇▇) ▇▇▇-▇▇▇▇ (toll free) or ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. at (▇▇▇) ▇▇▇-▇▇▇▇ (toll free). ▇▇▇▇▇▇▇▇▇ Shareholder Communications Inc. is acting as the information agent and ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co. is acting as the dealer manager for our tender offer. See the back cover of this offer to purchase. To the Holders of Common Stock of National Computer Systems, Inc.: INTRODUCTION PN ACQUISITION SUBSIDIARY INC., a Minnesota corporation (the "PURCHASER") and wholly owned indirect subsidiary of ▇▇▇▇▇▇▇ PLC, a public limited company registered in England and Wales ("PARENT"), hereby offers to purchase all the outstanding shares of common stock, par value $0.03 per share 0.01 (the "COMMON STOCK"), of NATIONAL COMPUTER SYSTEMS, INC., a Minnesota corporation (the "COMPANY"“Shares”), including the associated preferred stock purchase rights (issued under the "RIGHTS") issued pursuant to the Second Amended and Restated Shareholder Rights Agreement, dated as of December 8ZOLL Medical Corporation (“ZOLL”), 1998, between the Company and Norwest Bank Minnesota, N.A. (as amended, the "RIGHTS AGREEMENT") (the Common Stock and the Rights together are referred to herein as the "SHARES") at a price of $73.00 93.00 per Share, net to the seller in cashcash (the “Offer Price”), without interest thereon (the "OFFER PRICE")and less any required withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements hereto or thereto, collectively constitute the "OFFER"“Offer”). Tendering shareholders whose shares are registered in their own names and who tender directly The Offer is being made pursuant to the Depositary Agreement and Plan of Merger, dated as of March 12, 2012, among Asahi Kasei, Asahi Kasei Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Asahi Kasei, Purchaser, and ZOLL (the “Merger Agreement”), under which, after the completion of the Offer Table of Contents and the satisfaction or waiver of certain conditions, Purchaser will be merged with and into ZOLL, and ZOLL will be the surviving corporation and an indirect wholly-owned subsidiary of Asahi Kasei (the “Merger”). • The Offer is the first step in our plan to acquire all of the issued and outstanding Shares, as provided in the Merger Agreement. If the Offer results in our purchasing at least two-thirds of the issued and outstanding Shares on a fully diluted basis, we will acquire the remainder of the Shares in the Merger for an amount in cash, without interest and subject to applicable withholding taxes, equal to the Offer Price. No appraisal rights are available in connection with the Offer. In addition, under Massachusetts law, shareholders who continue to own their Shares at the time of the Merger may not be entitled to appraisal rights in connection with the Merger. See Section 15—“Certain Legal Matters—Appraisal Rights.” • ZOLL has granted Purchaser an irrevocable option (the “top-up option”), exercisable within one (1) business day following the Acceptance Time (as defined below) will or the expiration of a subsequent offering period, to purchase from ZOLL, subject to certain limitations, authorized and not outstanding Shares equal to the number of additional Shares sufficient to cause Asahi Kasei and Purchaser to own the number of Shares necessary for Purchaser to be obligated to pay brokerage fees merged into ZOLL without a vote or commissions orconsent of ZOLL’s shareholders, except as set forth in Instruction 6 or at least 90% of the Letter Shares then outstanding, taking into account those Shares outstanding after the exercise of Transmittalthe top-up option, transfer taxes calculated on a fully diluted basis. The top-up option exercise price shall be equal to the Offer Price. The availability of the top-up option is subject to certain conditions and requires that, among other things, at the Acceptance Time or the expiration of a subsequent offering period Purchaser own in the aggregate at least 80% of all of the Shares and that exercise of the top-up option will cause Purchaser to own at least 90% of the outstanding Shares. See Section 11—“Purpose of the Offer and Plans for ZOLL; Merger Agreement and Other Agreements—The Merger Agreement.” • The initial offering period for the Offer will end at 12:00 Midnight, New York City time, at the end of Friday, April 20, 2012, unless we extend the Offer. We will announce any decision to extend the Offer in a press release stating the new expiration date no later than 9:00 a.m., New York City time, on the purchase first business day after the previously scheduled expiration of the Offer. • See Section 1—“Terms of the Offer.” • The board of directors of ZOLL (the “ZOLL Board”) has duly and unanimously (i) determined that the Merger Agreement, the Offer, the Merger and the other transactions contemplated by the Merger Agreement (each as described in this Offer to Purchase), are advisable and in the best interests of ZOLL’s shareholders, (ii) authorized and adopted the Merger Agreement and approved the Offer, the Merger and the other transactions contemplated by the Merger Agreement, (iii) authorized and approved the grant of the top-up option to Purchaser and the issuance of the top-up shares upon exercise thereof, (iv) determined that the consideration for the top-up shares is adequate, (v) directed that the Merger Agreement be submitted to the shareholders of ZOLL for approval (unless the Merger is consummated as a short-form merger), (vi) consented to the Offer and recommended that the shareholders of ZOLL (A) accept the Offer and tender their Shares to Purchaser pursuant to the Offer and (B) approve the Merger Agreement and the Merger at a special meeting of ZOLL’s shareholders (unless the Merger is consummated as a short-form merger) and (vii) taken all actions necessary so that no Takeover Laws (as described in this Offer to Purchase) that may purport to be applicable to the transactions contemplated by the Merger Agreement shall apply (the foregoing, the “Board Recommendation”). See “Introduction,” Section 10—“Background of the Offer; Contacts with ZOLL” and Section 11—“Purpose of the Table of Contents Offer and Plans for ZOLL; Merger Agreement and Other Agreements—The Merger Agreement” below, and ZOLL’s Solicitation/Recommendation Statement on Schedule 14D-9 filed with the Securities and Exchange Commission in connection with the Offer, a copy of which (without certain exhibits) is being furnished to shareholders concurrently herewith. Shareholders who hold • We are not obligated to purchase any tendered Shares unless, at the expiration of the Offer, there have been validly tendered in the Offer and not properly withdrawn that number of Shares which would represent at least two-thirds of the issued and outstanding Shares on a fully diluted basis (including all Shares issued in respect of outstanding restricted stock awards, and assuming the issuance of all Shares issuable upon the exercise of all outstanding options, irrespective of exercise price, vesting schedule or other terms and conditions thereof). (See Introduction and Section 13—“Conditions of the Offer.”) We refer to this condition as the “Minimum Tender Condition.” As of the date of this Offer to Purchase, Asahi Kasei, Purchaser and their wholly-owned subsidiaries own no Shares. • We also are not obligated to purchase any tendered Shares through banks or brokers should check with such institutions as to whether they charge unless the applicable waiting period (and any service fees. The Purchaser will pay all fees and expenses of extension thereof) under the ▇▇▇▇-▇▇▇▇▇-▇▇, ▇▇▇▇▇ & Co.Antitrust Improvements Act of 1976, which is acting as Dealer Manager amended (the "DEALER MANAGER"“HSR Act”), ChaseMellon Shareholder Servicesshall have expired or been terminated, L.L.C.and the approval of the Federal Cartel Office of the Federal Republic of Germany has been obtained or deemed obtained pursuant to German merger control rules, which is acting in each case with respect to the Offer. We refer to this condition as the Depositary “Antitrust Condition.” See Section 15—“Certain Legal Matters.” • In addition to the Minimum Tender Condition and the Antitrust Condition, the Offer is also subject to a number of other important conditions, including, among others, (i) there being no order, injunction, judgment, decree, writ, ruling or other similar requirement issued by a court of competent jurisdiction or any statute, law, ordinance, rule or regulation or other legal restraint or prohibition that would make the "DEPOSOffer or the Merger illegal or otherwise prevent the consummation thereof; (ii) the absence of a material adverse effect on ZOLL (as provided in the Merger Agreement); (iii) the representations and warranties of ZOLL set forth in the Merger Agreement being true and correct (as provided in the Merger Agreement), except for such failures to be true and correct that, individually or in the aggregate, as have not had and would not reasonably be expected to have a material adverse effect, subject to certain exceptions and (iv) ZOLL having performed and complied with its obligations, agreements and covenants in the Merger Agreement in all material respects. We can waive these conditions (other than the Minimum Tender Condition) without ZOLL’s consent, subject to the terms of the Merger Agreement and applicable law. See Section 13—“Conditions of the Offer.” • There is no financing condition to the Offer. We do not believe our financial condition is relevant to your decision whether to tender your Shares and accept the Offer because (a) the Offer is being made for all issued and outstanding Shares solely for cash, (b) the Offer is not subject to any financing condition, (c) if we consummate the Offer, we will acquire all remaining Shares for the same cash price in the Merger, and (d) Asahi Kasei will have, and will arrange for Purchaser to have, sufficient funds to purchase all Shares that may be validly tendered and not properly withdrawn in the Offer and to acquire any remaining outstanding Shares in the Merger at the Acceptance Time and the Effective Time (as defined below), as the case may be.