Conference call scheduled for Monday, August 27th at 7:30PM Taiwan time to
provide further details on the transaction
TAIPEI, Taiwan and IRVINE, Calif., Aug. 27 /PRNewswire-FirstCall/ --
Acer Inc. (TWSE: 2353), one of the world's leading branded PC vendors,
announced today it has entered into a definitive agreement to acquire
Gateway, Inc. (NYSE: GTW). Gateway is the fourth largest PC company in the
US and a leading retail PC provider. The combination will create a
multi-branded PC-company with over US$15 billion in revenues and shipments
in excess of 20 million PC units per year.
Under the terms of the agreement, Acer will commence a cash tender
offer to purchase all the outstanding shares of Gateway for $1.90 per
share, which represents total equity value consideration of approximately
$710 million. The acquisition has been unanimously approved by the boards
of directors of both Gateway and Acer and is subject to standard closing
conditions, including approval under Hart Scott Rodino, Exon Florio and
similar laws outside the U.S. The acquisition is expected to close by
December 2007.
Gateway earlier announced that it intends to exercise its Right of
First Refusal to acquire from Lap Shun (John) Hui, all of the shares of PB
Holding Company, S.ar.l, the parent company for Packard Bell BV -- a
leading European PC vendor based in France. In addition, Gateway is
currently in discussions with a third party with regards to a sale of its
U.S. based Professional business.
"This strategic transaction is an important milestone in Acer's long
history," said J.T. Wang, Chairman of Acer. "The acquisition of Gateway and
its strong brand immediately completes Acer's global footprint, by
strengthening our US presence. This will be an excellent addition to Acer's
already strong positions in Europe and Asia. Upon acquiring Gateway, we
will further solidify our position as number three PC vendor globally."
Gianfranco Lanci, President of Acer, added, "Both Acer's and Gateway's
geographical presences and product positioning are highly complementary. We
believe that our combined scale will lead to significant efficiencies.
Gateway has built one of the industry's most powerful and unique brands and
with this acquisition, we will have the opportunity to implement an
effective multi-brand strategy and cover all the major market segments. In
time, we intend to actively manage our brand portfolio and differentiate
our brands to address different consumer segments. We are also acquiring a
world-class team and Gateway's employees will be critical to our combined
success."
"We believe our complementary geographical and product mixes, and our
mutual focus on the consumer market makes Acer an outstanding partner for
Gateway," explained Ed Coleman, CEO of Gateway. "Joining with Acer will
enable us to bring even more value to the consumer segments we serve and
capitalize on Acer's highly regarded supply chain operations and global
reach to expand the scope of the Gateway and eMachines brands around the
world. Acer has made impressive strides in the global PC market and the
board and I welcome this merger."
The combination of Acer and Gateway is expected to result in
significant revenue and cost synergies. The considerable increase in scale
will result in reductions in per unit procurement and component costs for
both companies. This combination also creates a real opportunity for the
cross-selling of product portfolios by leveraging the customer
relationships of both Acer and Gateway. Significant savings are also
expected through the increased efficiency of the combined back-office
functions. The pre-tax synergies are expected to be at least $150 million.
In addition, this transaction is expected to be accretive to Acer's
earnings per share in 2008 without synergies.
Citigroup Global Markets Inc. acted as exclusive financial advisor to
Acer; Goldman, Sachs & Co. served as exclusive financial advisor to
Gateway.
Conference Call
A joint teleconference call and webcast hosted by Acer and Gateway will
be held today at 7:30PM Taiwan time / 1:30PM Central Europe Time / 7:30AM
New York time / 4:30AM Pacific Time to discuss this transaction. The call
may be accessed US toll free by dialing 1-800-219-6110. The toll free
dial-in number from Asia is 10-800-744-0091, or 10-800-440-0091. The toll
free dial-in number from Europe is 0-800-279-2280. Please join the
conference call at least ten minutes early in order to register. Acer will
also offer a slide presentation to be viewed in conjunction with the live
webcast and will be accessible from the company's website at
http://www.Acer.com. A telephonic replay of the conference call will be
available through midnight Pacific time on Monday, September 3, 2007, by
dialing US toll free 800-405-2236. Callers outside the US and Canada may
access the replay by dialing 303-590-3000. The passcode to hear the replay
is 110-96-467.
About Acer
Acer is a leading branded PC vendor, designing easy, dependable IT
solutions that empower people to enhance their lives. Since spinning-off
its manufacturing operation, Acer has focused on globally marketing its
brand-name products: mobile and desktop PCs, servers and storage, LCD
monitors and high-definition TVs, projectors, and handheld/navigational
devices. Acer's unique Channel Business Model is instrumental to the
company's continued success. The model encourages partners and suppliers to
collaborate in a winning formula of supply-chain management. Established in
1976, Acer Inc. employs 5,300 people supporting dealers and distributors in
more than 100 countries. Revenues in 2006 reached US$11.32 billion. For
more information, please visit http://www.Acer.com.
About Gateway
Since its founding in 1985, Irvine, Calif.-based Gateway (NYSE: GTW)
has been a technology pioneer, offering award-winning PCs, servers and
related products to consumers, businesses, government agencies and schools.
Gateway is the fourth largest PC company in the U.S. and among the top ten
worldwide. The company's value-based eMachines brand is sold through
leading retailers worldwide, while the premium Gateway line is available at
major retailers as well as over the web and phone. See
http://www.Gateway.com/ for more information.
THIS DOCUMENT IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN OFFER TO
BUY OR THE SOLICITATION OF AN OFFER TO SELL ANY SECURITIES. THE
SOLICITATION AND THE OFFER TO BUY SHARES OF GATEWAY'S COMMON STOCK WILL
ONLY BE MADE PURSUANT TO AN OFFER TO PURCHASE AND RELATED MATERIALS THAT
ACER INTENDS TO FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. ONCE
FILED, GATEWAY STOCKHOLDERS SHOULD READ THESE MATERIALS CAREFULLY PRIOR TO
MAKING ANY DECISIONS WITH RESPECT TO THE OFFER BECAUSE THEY CONTAIN
IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF THE OFFER.
ONCE FILED, GATEWAY STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS WITH RESPECT TO THE OFFER FREE OF CHARGE AT
THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV, FROM THE INFORMATION AGENT NAMED
IN THE TENDER OFFER MATERIALS OR FROM ACER.
SOURCE Gateway, Inc.
 back to top
Related links:
http://www.gateway.com/
CONTACT:
Cynthia Hiponia of The Blueshirt Group,
+1-415-217-4966, Fax, +1-415-217-7721,
Cynthia@blueshirtgroup.com, or Stella T.H. Chou, +886-2-8691-
3204, Stella_th_chou@Acer.com.tw or Henry Wang, +886-2-8691-1046,
Henrywang@Acer.com.tw both of PR, Branding Division, Fax:
886-2-8691-3262, all for Acer; or David Hallisey,
+1-949-471-7703, david.hallisey@Gateway.com, or Lisa Emard,
+1-949-471-7705, lisa.emard@Gateway.com, both for Gateway, Inc.,
or Investors, Marlys Johnson, +1-605-232-2709,
marlys.johnson@Gateway.com
|
