Steel Partners Japan Strategic Fund (Offshore), L.P. ("Steel Partners" or the "Fund") announced today that it has sent a letter to Noritz Corporation (5943.JP) ("Noritz" or the "Company"), indicating its willingness to enter into negotiations with the Board of Directors to acquire on a voluntary basis all of the outstanding capital stock of the Company, excluding treasury shares, for 1,025 per share, which represents an approximate 7.6% premium to the current market price of 953 per share (as of September 9, 2008).
"Because management has failed to meet its operating profit plans for the past six of seven years while destroying stakeholder value and since management and the Board of Directors have not given us any reason to believe that they are taking appropriate steps to ensure that such deterioration will not continue well into the future, Steel Partners hereby submits this proposal," wrote Warren Lichtenstein, Managing Partner of Steel Partners Japan, in the letter sent to Noritz.

"Opportunities for the Company to gain market
share in the U.S. and around the world have been lost because
management's attention is continually diverted to money losing,
non-core business segments. Noritz should be a leader in the U.S.
market and across the world, yet management readily concedes the
market to other Japanese and foreign competitors despite Noritz's
leading technology. According to Credit Suisse Securities, in the
U.S. market, Noritz sold only 62,000 tankless gas water heater
units in 2007, representing less than 1% of the total water heater
market. By way of comparison, Rinnai sold 158,000 units in the
U.S. market in 2007, or more than 250% of Noritz's volume.
Additionally, Rinnai expects robust growth of 35% for its U.S.
business in 2008, while Noritz recently reduced its sales target
from 91,000 units to 68,000 units, representing a modest 9.7%
increase. Rinnai has also established key OEM partnerships with
General Electric Company and A.O. Smith Corporation in the U.S.
market, and strategic partnerships with Bosch in other
international markets. Noritz's rate of international expansion is
shockingly low and unacceptable given the overall global market
growth and demand for energy efficient products."

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