Measurement Specialties' CEO Executes Stock Transaction with J.P. Morgan

Measurement Specialties' CEO Executes Stock Transaction with J.P.
Morgan 


FAIRFIELD, N.J., Sept. 7  /PRNewswire-FirstCall/ -- Measurement Specialties,
Inc. (AMEX:MSS), a designer and manufacturer of sensors and sensor-based
consumer products, announced today that Frank Guidone, CEO of Measurement
Specialties, recently executed a stock transaction through J.P. Morgan.

"I have been getting a number of questions regarding the transaction I recently
entered into with J.P. Morgan, described in my Form 4 (filed on August 31st),
and felt it appropriate to describe the structure of that transaction in
greater detail," commented Frank Guidone, Company CEO.

Guidone continued, "In March of this year, Four Corners Capital Partners, L.P.,
the partnership that holds my MSS position, exercised the warrant that was
issued when I agreed to remain long-term as CEO of Measurement Specialties."

As the result of the exercise of the warrant, Four Corners is subject to a
large ordinary income tax liability.  In order to generate cash to cover that
liability, Four Corners entered into a "Prepaid Forward Sale Contract" with
J.P. Morgan to sell 250,000 shares of MSS stock 24 months from now.  J.P.
Morgan has advanced Four Corners approximately 75% of the face value of those
shares on the transaction date (floor price), while the shares are hedged.  J.
P. Morgan's hedge includes shorting a portion of the stock and holding a long-
term position in the remainder.

On the settlement date (two years from now), Four Corners will be entitled to
any gain above the floor price, up to 200% of the floor price (the ceiling
price).  For example, if J.P. Morgan hedged the shares at $24 per share, Four
Corners would be paid $18 per share now, and will retain any upside two years
from now on anything above $24 per share, up to a $48 per share ceiling.  The
advantage of this structure (versus simply selling the stock) is that it
permitted Four Corners to generate sufficient cash to pay its tax liability,
but preserved a significant opportunity to participate in any future
appreciation in the share price, above the initial 25% discount ($6 per share
in this example).

Guidone concluded, "I feel strongly about the future of MSS, and believe this
approach demonstrates my confidence in our growth."

Measurement Specialties is a designer and manufacturer of sensors, and
sensor-based consumer products.  Measurement Specialties produces a wide
variety of sensors that use advanced technologies to measure precise ranges of
physical characteristics, including pressure, motion, force, displacement,
angle, flow, and distance.  Measurement Specialties uses multiple advanced
technologies, including piezoresistive, application specific integrated
circuits (ASICs), micro-electromechanical systems (MEMS), piezopolymers, and
strain gages to allow their sensors to operate precisely and cost effectively.

   Contact:  Frank Guidone, CEO
             [phone]

             Boutcher & Boutcher Investor Relations
             Aimee Boutcher
             [phone]


DATASOURCE: Measurement Specialties, Inc.



CONTACT:  Frank Guidone, CEO of Measurement Specialties, Inc.,

[phone]; or Aimee Boutcher of Boutcher & Boutcher Investor Relations,

[phone], for Measurement Specialties, Inc.



Web site:  http://www.msiusa.com/ 

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