-37- "Exhibit: Assumptions and disclaimers, etc. Of SMBC
Nikko's Analyses and Fairness Opinion (3/3)" SMBC Nikko has
also assumed that (i) all governmental, regulatory or other
permits and consents (contractual or otherwise) necessary to
consummate the Share Exchange will be received during a
period and under the terms that would never negatively
affect the business and the expected profitability of Alpine
and Alps Electric, (ii) the Share Exchange is a tax-free
share exchange in compliance with the Japanese corporation
tax law, and (iii) the Share Exchange will be consummated
all in accordance with the terms and conditions set forth in
the Agreement, without any waiver, amendment or change
concerning all material conditions and agreements set forth
in the Agreement and the detail of rights and obligations
related to the target business (more specifically rights and
obligations regarding the related assets, liabilities,
contracts, employees, etc.) as presented by Alpine and Alps
Electric. SMBC Nikko was not obligated to, so has not
conducted any independent research concerning the above
assumed points. SMBC Nikko also has assumed that the final
executed Agreement will not differ in any material respect
from the draft Agreement reviewed by SMBC Nikko. The SMBC
Nikko Analysis and the SMBC Nikko Fairness Opinion are based
on the financial and capital markets, economic and other
conditions as of the date thereof (except as otherwise
stated in the SMBC Nikko Analysis), and SMBC Nikko relies on
the information made available to SMBC Nikko or SMBC Nikko
managed to obtain by the date thereof. Although the SMBC
Nikko Analysis and the SMBC Nikko Fairness Opinion might be
affected by future changes in conditions, SMBC Nikko does
not assume any obligation to revise, change, or supplement
them. Also, the SMBC Nikko Analysis and the SMBC Nikko
Fairness Opinion do not include inference or suggestion of
SMBC Nikko's future opinion after the date thereof. SMBC
Nikko has prepared and is submitting the SMBC Nikko Analysis
and the SMBC Nikko Fairness Opinion herewith in response to
Engle's request. As a financial advisor to Alpine concerning
the Share Exchange, SMBC Nikko has received, and will
receive fees from Alpine for its services (the substantial
part of such fees is contingent on the consummation of the
Share Exchange). Alpine has agreed to reimburse SMBC Nikko's
expenses and indemnify SMBC Nikko against certain
liabilities arising out of its engagement. SMBC Nikko and
its affiliates in the past have traded and may actively
trade or possibly would trade for or with Alpine, Alps
Electric, or affiliates of either of them, for investment
banking business, securities/financial instruments-related
business, and commercial banking business, and have received
or in the future might receive fees for such services. Also,
in the ordinary course of businesses, SMBC Nikko may trade
the securities and various other financial instruments
including derivatives of Alpine, Alps Electric, or
affiliates of either of them, for own account or for
customer accounts from time to time, and could own certain
position relating to them. In the two year period prior to
the date of the SMBC Nikko Analysis and the SMBC Nikko
Fairness Opinion, SMBC Nikko and its affiliates have
provided certain investment banking business,
securities/financial instruments-related business, and
commercial banking business to Alpine, Alps Electric, and
affiliates of either of them unrelated to the Share
Exchange, for which SMBC Nikko and its affiliates received
compensation. The SMBC Nikko Fairness Opinion does not
express SMBC Nikko's comment on the value and the market
price level of the common stock of Alpine or Alps Electric
before or after the consummation of the Share Exchange. SMBC
Nikko is not requested to express its opinion on the facts
and/or assumptions, including the financial forecasts of
Alpine and Alps Electric, that constitute the foundation to
determine the Share Exchange Ratio; also SMBC Nikko is not
requested to express its opinion on Alpine's corporate
decision itself to pursue or implement the Share Exchange
(including its merits and demerits as compared with other
business strategic alternatives or other types of deal
scheme), any terms or other aspects of the Share Exchange
(other than the Share Exchange Ratio to the extent expressly
specified herein), including the effectiveness of the
proposed structure of the Share Exchange as well as on
whether there is/are any better structure option(s) in terms
of effectiveness, and on the merits and demerits of
comparable structure options if any, so SMBC Nikko does not
express its opinion on such points. Also, SMBC Nikko is not
requested to analyze any transactions other than the Share
Exchange or relative value of such transactions, or SMBC
Nikko is not requested to consider how fair the Share
Exchange or the proposed Share Exchange Ratio would be to
the holders of securities other than shares of common stock
of Alpine as well as for the creditors and other interested
parties of any party. Hence, SMBC Nikko has not covered
these aspects in the SMBC Nikko Fairness Opinion. In
addition, no opinion or view is expressed with respect to
the fairness (financial or otherwise) of the amount, nature
or any other aspect of any compensation to any of the
officers, directors or employees of any party to the Share
Exchange, or class of such persons, relative to the Share
Exchange Ratio. Furthermore, SMBC Nikko is not obligated by
Alpine or by Alpine's board of directors to solicit
indications of interest or proposals from third parties in
relation to the Share Exchange and SMBC Nikko has not taken
any such action. Also, SMBC Nikko is not requested to
express its opinion on any specifics of the documents and
methods relating to the Share Exchange, other than on the
Share Exchange Ratio as specifically covered in the SMBC
Nikko Fairness Opinion, so SMBC Nikko has not included any
opinion on such points. SMBC Nikko expresses no opinion or
recommendation as to how the holders of common stock of
Alpine should vote or take any action in connection with the
Share Exchange; also the SMBC Nikko Fairness Opinion is not
to make any solicitation or recommendation to Alpine's
shareholders or other interested parties as to sale or
purchase of Alpine's shares or other matters related to
them. (Note) The Company and other certain third parties
reserve all copyright and other intellectual property rights
with respect to this press release and the Q (and) A. It is
prohibited to adapt, reproduce, or otherwise use this press
release or the Q (and) A without the Company's or the other
certain third parties' approval, unless such use is
permitted under applicable laws. Violators of this
prohibition may be subject to criminal or civil prosecution.
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