Nicholas J. Swenson
3033 Excelsior Blvd.
Suite 560
Minneapolis, Minnesota 55416
March 14, 2013
Bradley D. Slye
Chairman of the Board
Electro-Sensors, Inc.
6111 Blue Circle Drive
Minnetonka, Minnesota 55343
Dear Mr. Slye:
After careful study and review, I have developed a strong admiration and respect for Electro-Sensors, Inc. and its business. I currently own a significant stake in Electro-Sensors and would like to increase my holdings.
To increase my holdings, I would like to tender for outstanding shares held by public shareholders at a per share price equal to $4.73, a 20% premium to the closing price on March 13, 2013. Such an offer would be contingent on:
● | The board of directors approving the tender, to ensure the shares purchased retain full rights of share ownership, including voting rights, under Minnesota law. |
● | The board of directors agreeing to my serving as a director of the company on the company’s five member board. |
● | No material changes in the business or corporate governance being effected until I am on the board. |
The purpose of this letter is merely to state on a nonbinding basis my interest in a possible offer and I do not have any obligation to complete any transaction unless and until definitive arrangements which are acceptable to both parties are effected.
I believe my offer represents a great opportunity for the company’s public shareholders to realize extraordinary value for their shares.
I look forward to discussing this proposal with the board of directors, and request a meeting with the board as soon as possible.
Sincerely,
/s/ Nicholas Swenson
Nicholas J. Swenson