| NEWS
Press Release August 22, 2006
Lap Shun "John" Hui Submits Offer
to Acquire Gateway's Retail Operations
LOS ANGELES, CALIFORNIA, August 22, 2006. Mr. Lap Shun (John)
Hui announced today that he had submitted to Gateway, Inc.
(NYSE:GTW) a proposal to acquire Gateway's retail operations
for $450 million, on a debt free, cash free basis. (Please
scroll down to read the letter submitted to Gateway).
The proposal is subject to identification of the specific
assets and liabilities comprising the retail operations,
due diligence, agreement on documentation and obtaining the
necessary financing. There is no assurance that any transaction
would occur.
Mr. Hui said that "Since selling eMachines to Gateway in
early 2004, I have been a patient, passive investor and allowed
Gateway to take steps to restructure its business and to
attempt to build scale. However, I have a fundamentally different
view of the current PC environment and what it takes for
a company to be successful in the increasingly competitive
PC business. I believe strongly in the Gateway and eMachines
brands. But I also believe that in order to compete effectively,
Gateway must separate its retail operations from its other
businesses and make other changes to improve its margins.
My proposal is aimed at accomplishing this separation in
a quick and efficient manner to provide value to Gateway's
shareholders."
In his proposal, Mr. Hui also stated that, if Gateway would
prefer, he would consider a transaction in which all of Gateway's
outstanding shares were acquired and the separation of the
businesses was accomplished by him after the closing. 
August 21, 2006
Gateway, Inc.
7565 Irvine Center Drive
Irvine, California 92618-2930
Attention: Mr. Richard Snyder
Chairman of the Board
Dear Rick:
I am very disappointed that Gateway has chosen not to constructively
engage in discussions with me and my advisors on the proposal
that I sent to you on August 3, 2006. I believe that management
and the Board need to adopt a sense of urgency to address
Gateway's problems. The landscape of the PC business has
continued to evolve rapidly and Gateway has not reacted.
Gateway's stock price has continued to decline and the failure
to name a replacement CEO for over six months has left Gateway
in a position where it is unable to clearly and credibly
articulate its strategic direction to the market.
I strongly believe that separating the Retail business from
the Professional and Direct businesses is the right strategic
direction for Gateway and the only way for Gateway to enhance
its shareholder value. This belief is primarily driven by
the following factors:
- The Retail, Professional and Direct businesses are
very different. They require different sales strategies,
have separate sales channels and a much different sales
cycle and require very different levels of post-sale support.
As a result, the organizations that are needed to support
each of these businesses are different and the businesses
themselves have different margins and business models.
The Direct business is an impediment to the execution
of the retail channel strategy and the large investment
in a service support organization and server business
necessary for an effective Professional business can not
be justified with the Gateway's margins and lack of scale.
They should clearly be separated.
- Gateway's Retail business is subsidizing its Professional
and Direct businesses. The results of the Professional
business and, to a lesser extent the Direct business,
have been disappointing at best. Given the different business
models and the relatively high levels of capital investment
in the Professional business, it appears clear that Gateway's
Retail business has been subsidizing the Professional
business. The full value of the Retail business, which
is the dominant revenue driver at Gateway, is not being
achieved due to the drag of the Professional and Direct
businesses.
- Gateway has high SG&A expenses due to excess overhead
expenses. Despite a number of efforts to reduce overhead
through restructurings over the last five years, Gateway
still has a cost structure that is too high given the
narrow margins in the very competitive PC business. A
separation of the Retail business would permit a focus
on the SG&A necessary for that business alone and allow
for a fuller valuation of the Retail business.
My August 3rd proposal was to purchase the Retail operations
(not including the Direct operations) for $450 million, on
a debt free, cash free basis, subject to completion of due
diligence, including the identification of the specific assets
and liabilities to be transferred, and documentation. Based
on the original purchase price for eMachines of $262 million,
which was primarily comprised of stock, this represents a
premium in excess of 70.0%. If the share component of the
eMachines purchase price is valued at the latest 30-day VWAP
for Gateway common stock, this represents a transaction price
more than 3.5x the value of the consideration received in
the eMachines transaction. With 372.2 million shares outstanding,
the per share value of the offer is equivalent to $1.21 per
share (before consideration of the cash and other assets
that will remain at Gateway), or approximately 80% of the
VWAP at Friday's close of $1.54. This will result in an efficient
and quick way to achieve the required separation of the businesses.
Alternatively, if Gateway would prefer a sale of the entire
company, I am also willing to explore a purchase of 100%
of the outstanding shares of common stock. That way, I would
take responsibility for separating the Professional and Direct
businesses after the closing through a sale or other transaction,
or by discontinuing those business lines.
Obviously, any such transaction will be complicated and my
advisors have expressed our desire to work together with
you to evaluate our proposal and to identify and solve the
issues that must be addressed to more fully flesh out the
proposal and to make the transaction work for both me and
Gateway's other shareholders. As I have stated, I am prepared
to move quickly to arrive at a mutually agreeable transaction.
Given my familiarity with eMachines, which makes up a large
part of the Retail business, I believe that due diligence
will move very quickly. In addition, I am confident that
commitments for the necessary financing for either transaction
can also be obtained quickly. If we work together cooperatively
to finalize a transaction structure and to document the transaction,
I believe that the sale could be completed in the fourth
quarter of this year.
In order to move forward with this proposal, which I believe
is very attractive to Gateway and its shareholders, I request
that you schedule further meetings with me and my advisors
to discuss the details of the proposal, to identify issues
that must be resolved and to work in tandem to solve these
issues. I also believe that time is of the essence. Please
respond with firm times to meet by the end of the day on
Tuesday, August 22nd. If I do not hear from you with an acceptable
timeframe for substantive discussions by then, I will have
to assume that Gateway and its Board of Directors do not
wish to discuss my proposal further. In that event, I will
not have any alternatives other than to make public my views
on the strategic direction of Gateway and my proposal. Although
I believe that we would both be better served by working
towards a transaction without public disclosure and the attendant
press and analyst attention, I also believe that the other
shareholders of Gateway and the financial community will
enthusiastically embrace my proposal.
Please contact either me or any of my advisors to schedule
a meeting. I sincerely hope that we can work together to
arrive at a transaction that will benefit Gateway and its
shareholders.
Sincerely,
Lap Shun (John) Hui
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