EX-2 2 cg251a.htm cg251a.htm
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:

My admiration for Electro-Sensors has grown since I first acquired shares in 2009, and I have steadily added to my position.  Careful study and review of Electro-Sensors continues to motivate me to want to add to my position--if the board is amenable.
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.


/s/ Nicholas Swenson

Nicholas J. Swenson