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SATO Announces Definitive Agreement to Purchase Checkpoint's Barcode Systems Businesses

SATO, a pioneer in the Automatic Identification and Data Collection (AIDC) industry and a leader in barcode printing, labelling, and EPC/RFID solutions, announced today a definitive agreement to purchase Checkpoint Systems' Bar Code Systems (BCS) businesses.

Under the agreement, SATO is acquiring Checkpoint's BCS businesses, with operations in North America, Asia Pacific and Europe, including its hand-held labeling solutions (HLS) in the United States. The transaction price will include approximately US$8.6 million in excess of net book value and total consideration for the business is expected to be approximately US$40 million, payable in cash. The purchase price shall reflect adjustments made to the net tangible asset value upon finalisation of the closing balance sheet. The transaction is expected to be closed by January 30, 2006, subject to local and legal requirements.

The transaction will allow Checkpoint to focus on its core businesses, while enabling SATO to immediately increase its presence and customer base in the BCS market, especially for consumables and services, in line with SATO's overseas business expansion strategy.

George Off, Chairman and Chief Executive Officer of Checkpoint, commented, "Checkpoint is pleased to enter into this agreement with SATO, a company with a solid presence in the Bar Code Systems business. Our customers will benefit from SATO's commitment to excellence in its product offerings and services and our BCS employees will now have the opportunity to work for a company solely focused on long-term growth in the Bar Code Systems business. This transaction gives us the opportunity to now totally focus our resources on our growth businesses and create increased value for our customers and shareholders."

"This is a strategic acquisition that complements our existing businesses and fits with our long-term vision of growth and profitability, especially in the consumables market segment outside of Japan. Consumables sales account for a large portion of our local business and will continue to be an important driver for growth. Investing in businesses with established operational and industry expertise can only accelerate our expansion plans as we bring to market the vision that drives our business, SATO's unique DCS & Labelling, and continue our aggressive push to capture more market share overseas. The acquisition will not only bring complementary product lines, but also give SATO the opportunity to gain a foothold in markets that it has not fully explored so far. As the two sides have been operating in different markets, this is expected to result into synergy benefits on a large scale. The investment signals SATO's intention to further strengthen its position as a leading provider of high quality and innovative barcode and label printing solutions worldwide," said SATO President Masanori Otsuka. "With the current set-up, and the commitment and efforts of our new staff, we are confident it will be a seamless integration and BCS will soon be part of the SATO family. The outlook points to healthy business and industry growth potential and there is every reason to believe that BCS will be a boon for SATO."

For the nine months ended September 25, 2005, Checkpoint's BCS businesses generated revenue of US$73.0 million and as of the third quarter of 2005, the results of these businesses were reported in "discontinued operations," as required by the accounting standards. William Blair & Company acted as financial advisor to Checkpoint in connection with the transaction.

About SATO

SATO is a pioneer in the Automatic Identification and Data Collection (AIDC) industry and the inventor of the world's first electronic thermal transfer barcode printer. It revolutionised the barcoding industry by introducing the Data Collection System (DCS) & Labelling concept -- a total barcode and labelling solution providing high quality barcode printers, scanners/hand-held terminals, label design software and consumables. SATO is one of the first in the industry to introduce a complete, multi-protocol EPC-compliant, UHF RFID solution.

SATO is publicly listed on the first section of Tokyo Stock Exchange in Japan. It has worldwide offices in the United States, Belgium, France, Germany, United Kingdom, Poland, Singapore, Malaysia, Thailand and China. For the fiscal year ended March 31, 2005, it reported revenues of US$575 million. More information about SATO Corporation can be found at www.sato.co.jp/english

About SATO International

SATO's international global headquarters, SATO International Pte. Ltd is located in Singapore. Previously an international division, it was incorporated as a holding company in Singapore in 2001 to oversee the sales, marketing and customer services activities of all its Group Member Companies. More information about SATO International can be found at www.satoworldwide.com

About Checkpoint Systems

Checkpoint Systems, Inc. is a multinational manufacturer and marketer of integrated systems solutions for retail security, labeling, and merchandising. Checkpoint is a leading provider of EAS and RFID systems, source tagging, hand-held labeling systems, retail merchandising systems, and barcode labeling systems. Applications include automatic identification, retail security and pricing, and promotional labels. Operating directly in 30 countries, Checkpoint has a global network of subsidiaries and provides professional customer service and technical support around the world. Checkpoint Systems, Inc.'s website is located at www.checkpointsystems.com.

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