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Acer and Gateway on Monday said that have offered to take over Packard Bell. If the owner of the latter agrees to cancel the ongoing acquisition deal with Lenovo, then Acer and Gateway will be able to create a giant PC maker with strong positions in Asia, Europe and the U.S.

In Q2 2007 Acer commanded 7.2% of the global PC market, Gateway had approximately 1.57% market share, while Packard Bell owned roughly 2% of the market. The combined company will be able to claim over 10% of the market, which will make it the world’s No. 3 supplier of personal computers. Acer will be able to substantially leave Lenovo behind in terms of shipments, however, Dell will still be considerably larger with 15% of the worldwide personal computer shipments.

Gateway announced that it had delivered a binding offer to acquire all of the shares of PB Holding Company from Lap Shun (John) Hui and Clifford Holdings Limited, an entity controlled by Hui. Hui currently owns a 75% interest in PB Holding, the parent company of Packard Bell B.V., a leading European PC vendor based in Paris, France.

Under the terms of the binding offer delivered by Gateway to Hui and Clifford dated October 4, 2007, the parties have agreed to work together in consultation with the Works Councils in France and the Netherlands and to secure antitrust and other regulatory approvals required for the signing and closing of the transaction. Hui and Clifford have also agreed to exclusivity arrangements and to exercise certain drag-along rights relating to the remaining outstanding shares of PB Holding.

Gateway had previously announced that it would exercise its right of first refusal to acquire Hui’s indirect interest in Packard Bell. Gateway acquired the right of first refusal as part of a June 2006 agreement with Hui that waived certain non-compete arrangements in connection with his purchase of Packard Bell. Hui sold the privately-held eMachines to Gateway in March 2004.

Acer Inc. has agreed to fund Gateway’s acquisition of PB Holding and Packard Bell in connection with the planned merger between Acer and Gateway. This transaction is subject to regulatory approvals and is anticipated to close sometime in the fourth quarter of 2007 or the first quarter of 2008.

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