[C&C for Human Potential / NEC Corporation]

Press Release
                                            Contact : -
                                            Ken Fukuchi
                                            Akiko Shikimori
                                            Chris Shimizu
                                            NEC Corporation
                                            TEL    : 03-3798-6511
                                            FAX    : 03-3457-7249
                                            E-mail : *@p10-22150.star.nec.co.jp

***** For Immediate Use June 4, 1996

Merger of NEC's International PC Operation with Packard Bell

~ Transaction Creates World's Largest PC Operation to Promote Global Multimedia Business Strategy for the 21st Century ~


NEC Corporation (NEC) announced today that NEC and Packard Bell Electronics, Inc. (PB), which merged with Zenith Data Systems Corporation (ZDS) in April 1996, have reached a memorandum of understanding (MOU) to merge NEC's international personal computer (PC) operations with PB's PC operations for strengthening PC business worldwide as of July 1, 1996. This transaction is the next step in the global alliance announced in August 1995 and expanded upon in February 1996 between NEC, PB, and Cie. des Machines Bull (Bull) to establish a preeminent position in the worldwide PC industry. The new global PC operation will be established to take a leadership for multimedia era by maximizing its synergy effects from integrating NEC's state-of-art technologies in telecommunications, computers and electron devices and PB's strong foundation in home multimedia PC market in addition to ZDS' experience in government market.

Based on the MOU, the company will be changed to Packard Bell-NEC (PB-NEC). Its headquarters will be located in Sacramento, California, USA. Its first full year sales is projected as eight billion dollars. Beny Alagem, chairman and chief executive officer of PB, will become chairman, and chief executive officer of PB-NEC. NEC and Bull, being major shareholders of PB, will continue to work closely for PB-NEC's operation including assignment of appropriate personnel. PB-NEC is planning to issue its initial public offering in the U.S. within two years.

Through the merger of NEC's international and PB's PC operations, PB-NEC will hold 15.1% of PC market share in the U.S. and also NEC and PB-NEC together will hold total of 11.4% of PC market share worldwide, the largest PC market share in the world.(*)

The main contents of the integration are as follows : -

  1. Integration of PC operations worldwide except Japan and China. For Asia-Pacific market, PC sales operations will continue to be operated by NEC with NEC branded products supplied by PB-NEC.

  2. Integration of PC server operations in the US and Europe.

From this integration, PB-NEC will be able to reach broader market segments from home to business to government and public sectors, with products ranging from desktop and notebook PCs to PC servers at multimedia market. The company stands to benefit from economies of scale in development, production, sales, maintenance, and customer service and support.

PB-NEC will manufacture and distribute these products under NEC's, PB's and ZDS' existing brand names, except Japan. NEC will play a key role for the development of notebook PCs and PC servers. In the domestic market in Japan, a subsidiary of PB-NEC, called PB-NEC Japan will be established for continuation of current PB's operation.

Due to severe competition in the worldwide multimedia market, particularly in the PC arena, where companies have been pressured to deliver lower price points and increased functionality to handle demand for networking technologies for the Internet and Intranet. NEC established a strategic alliance with PB in July 1995 in order to strengthen its global PC strategy in addition to stronghold in the worldwide multimedia market. NEC and PB have already reached important milestones, such as the establishment of a joint venture for manufacturing PC monitors in China (November 1995), joint procurement of common parts, and steady supply of CD-ROMs and semiconductor. Both companies examined the best solution for strengthening development, production, sales, maintenance, and customer service and support. And as a result, both companies agreed to integrate international PC operation for further cooperation.

Existing business operation at NEC Technologies, Inc. and NEC Europe, Ltd. (both wholly owned subsidiaries of NEC) such as monitors, CD-ROMs, printers and finger print identification systems, will remain the same.

NEC, Bull, and PB-NEC will further strengthen their collaborative efforts to maintain preeminent position in the PC market and to play a key role in creating the de facto standards in multimedia era for the 21st century.

For Profile of Packard Bell-NEC, please see the attached sheet .

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Note:
Market share data based on 1995 unit shipments as reported by Dataquest.

[Copyright(C) NEC Corporation 1996. NEC and C&C are trademarks of NEC Corporation.]