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Steel Partners Submits to New Cosmos Electric Suggestions to Improve Corporate Value


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© Business Wire 2008
2008-10-08 08:21:03 -

- Steel Partners Japan Strategic Fund (Offshore), L.P. ("Steel Partners") today announced that it has provided to New Cosmos Electric Co., Ltd. (JASDAQ:6824) ("New Cosmos" or the "Company") a presentation entitled "Suggestions to Improve Corporate Value" (the "Presentation").

In the Presentation, Steel Partners said that low return on equity ("ROE"), a low dividend payout ratio and a lack of

transparency were depressing the Company's share price performance. Steel Partners noted that, since October 12, 2004, New Cosmos shares have lost 44% of their market value, or Yen 9.3 billion(a), and stated its belief that the Company is undervalued, as compared to international competitors based on TEV/EBITDA and Price to Book Value multiples.

"Capital efficiency represented by ROE has been greatly diluted by the excessive non-core assets. ROE must be improved immediately," wrote Steel Partners. "Given the average Capex and operating cash flow, Yen 8.6 billion of non-core assets is clearly excessive."

Steel Partners noted that Yen 8.6 billion of non-core assets held by the Company is approximately 18 years worth of average annual capital expenditures and recommends that the Company return excess capital through a share repurchase as it would be accretive to both ROE and earnings per share ("EPS").

Other suggestions included:

-- Establishing an ROE target (at least 10% or more, in line with the Japan Pension Fund Association's ("PFA") target for its portfolio companies) and disclosing in the Company's mid-term plan research & development, capital expenditures, and depreciation amortization to improve transparency

-- Prudently increasing the dividend payout ratio

-- Appointing at least three independent directors to improve the corporate governance of the Company

-- Issuing stock options to management to better align their interests with those of shareholders

Steel Partners said it believes implementing these suggestions could result in higher EPS and should help New Cosmos achieve an ROE of 10%, the PFA's target for its portfolio companies. Steel Partners noted that management has failed for five consecutive years to achieve the PFA's minimum 8% ROE required to support the re-election of directors to a company's board of directors.

Steel Partners, a shareholder of New Cosmos since July 2003, is currently its largest shareholder, holding 1,165,100 shares, or approximately 9.3% of the Company's outstanding shares.

The Presentation is available for review and download at www.spjsf.jp.

(a) As of September 29, 2008

About SPJSF

Steel Partners Japan Strategic Fund (Offshore), L.P. is a long-term relationship/active value investor that seeks to work with the management of its portfolio companies to increase corporate value for all stakeholders and shareholders.

Japan Media Contact:
PRAP JAPAN
Dean Kirkness, 813-3486-2931
financial@prap.co.jp
or
US Media Contact:
Steel Partners Japan
Jason Booth, 310-941-3616


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