 Plaintiff brings this action individually and as a class action under Federal Rule of  Civil Procedure 23 on behalf of all persons and/or entities that own AS&E common stock (the  “Class”). Excluded from the Class are Defendants and their affiliates, immediate families, legal  representatives, heirs, successors or assigns and any entity in which Defendants have a  controlling interest.    Plaintiff’s claims are typical of the claims of the other members of the Class.  Plaintiff and the other members of the Class have sustained damages as a result of Defendants’  wrongful conduct as alleged herein.    Plaintiff will fairly and adequately protect the interests of the Class, and has no  interests contrary to or in conflict with those of the Class that Plaintiff seeks to represent.    A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy. Plaintiff knows of no difficulty to be encountered in the  management of this action that would preclude its maintenance as a class action.   On November 5, 2015, the Board “discussed the competitive environment,  potential consolidation in the detection equipment industry and the effects that these factors may  have on the Company.” The Board also discussed strategic alternatives for the Company going  forward, including possible acquisitions or a sale of the Company. To this end, the Board  authorized the Company’s management to retain a financial advisor and to report back to the  Board on potential acquisitions or a sale. Subsequently, the Company’s management retained  Evercore as the Company’s financial advisor.    On February 4, 2016, Evercore reviewed certain strategic alternatives with the  Board and, in response to a question by the Board, recommended that the Board consider a  targeted outreach to potential partners were it to pursue a sales process.    On February 9, 2016, Sanders was contacted by Deepak Chopra (“Chopra”), the  President and CEO of OSI. Chopra informed Sanders that OSI was interested in making an offer  to acquire the Company. Shortly thereafter, on February 10, 2016, Chopra contacted Dougherty  and stated that OSI would be sending a written proposal subject to completion of a diligence  investigation. On a follow-up call on February 12, 2016, with Dougherty, Chopra expressed the  importance and potential for meaningful synergies that could inure for OSI.    The Board met on February 22, 2016, to discuss OSI’s proposal, and came to a  consensus that the proposed price range was not sufficient to commence negotiations. The Board  directed Evercore to reach out to four potential strategic bidders in the detection equipment  industry.    On February 23, 2016, Dougherty informed Chopra that, while the Company was  still considering the proposal, the current valuation range was not sufficient to engage in  diligence, but a higher range might cause the Company to entertain further discussions. Chopra  told Dougherty that OSI would be willing to increase the proposed purchase price range to  between $37.00 and $42.00 per share of Company common stock, representing a 45% to 64%  premium to the closing price of Company common stock on the day prior.    Evercore contacted the four parties—Company A, Company B, Company C, and  Company D—on February 24 and 25, 2016, to gauge their interest in a potential transaction with   Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.    As alleged herein, Defendants have failed to provide AS&E’s stockholders with  material information concerning the Proposed Transaction, including, inter alia, the potential  conflicts of interest affecting the Company’s management, the process leading to the Merger  Agreement, the financial analysis of Evercore, and the Company’s financial projections. Instead,  Defendants are soliciting stockholders’ votes via a materially misleading and incomplete Proxy  Statement.    Further, Defendants have accepted an offer to sell AS&E at a price that fails to  reflect the true value of the Company, thus depriving common stock stockholders of the  reasonable, fair and adequate value of their shares.  The Proposed Transaction consideration  being offered and accepted represents a meager premium over the closing share price as  compared to like transactions.  There is no indication the Proposed Transaction was the result of  a competitive bidding process or arms’-length negotiation where all reasonably available  synergistic acquirers were vetted.     As such, unless the Individual Defendants’ conduct is enjoined by the Court, they  will continue to breach their fiduciary duties to Plaintiff and the other members of the Class, and  will further a process that inhibits the maximization of stockholder value and the disclosure of  material information.     AS&E Background   CLAIM FOR BREACH OF FIDUCIARY DUTY   AGAINST DEFENDANTS   