Avtron is also expected to serve as a sales channel in North America for ASI's drives, motors/generators, and automation systems.  With these products supplementing Avtron's value-added industrial encoder products and drive system solutions and NMC's motor products, the Company expects to be able to provide full-range of products and solution services to Avtron's core markets comprised of the energy, crane, metal, marine, and forest products industries in North America.

(1) Information on Avtron  
Company Name: Avtron Industrial Automation, Inc.
Headquarters: Independence, Ohio, United States
Year of Establishment: 1953
Principal Places of Business: 2 facilities in Ohio
Principal Businesses:  Highly engineered control, automation, and drive-systems solutions provider for heavy industries and manufacturer of harsh-duty encoders for uptime-critical applications
Employees: 154
Sales in Fiscal Year 2011: US$33 million
Assets as of December 31, 2011: Current Assets: US$13 million
  Fixed Assets: US$9 million
   
(2) Overview of Acquisition of Avtron  
Consideration: The consideration for the transaction is expected to be paid in cash.
Method of Settlement and Financing: The transaction is expected to be funded by cash on hand and/or debt financing (but there is no plan for capital increase).
   
Transaction Structure: Hold Co. is expected to acquire 100% of the shares in Avtron.
   
Transaction Schedule:  The closing of the transaction is currently expected to be completed in late September 2012, subject to required regulatory approvals and other factors.
   
(3) Information on the Seller  
Name: Morgenthaler
Address: Cleveland, Ohio, United States
Representative: Morgenthaler Private Equity (Peter Taft)
Type of Business: Management of private equity funds
Founded: 1968
Relationship between the Company and the Seller:   None of the Company and its affiliates has any direct or indirect investments in Morgenthaler. In addition, no capital, personnel or business relationship exists between any of the Company or its affiliates and the investors of Morgenthaler (including its sponsors).

4. Effect on Financial Performance for the Current Fiscal Year

The Company intends to make appropriate disclosure of the impact of the transactions described herein on the Company's consolidated financial performance for the current fiscal year and announce any changes to our financial performance forecasts in accordance with the applicable rules of the Japanese securities exchanges once details are determined.

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