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NEC, Japan's leading personal computer maker, has agreed to merge its non-Japanese and non-Chinese PC operations with those of Packard Bell, the unprofitable leader of the U.S. home PC market.

The companies presented the deal Tuesday as the formation of a global PC giant with potential combined revenues of about $8 billion, making it the world's fourth-largest PC manufacturer after Compaq Computer, International Business Machines and Apple Computer.The deal appears also to be aimed at improving Packard Bell's financial performance and providing NEC with an insurance policy against the day when its Japanese-language proprietary system can no longer compete effectively against international systems.

In April, NEC invested $283 million in Packard Bell, raising its 19 percent stake to an effective 40 percent, including preference shares.

At the same time, Groupe Bull of France also acquired a 19 percent stake in Packard Bell, through the transfer of Zenith Data Systems, its struggling PC subsidiary.

The portions of NEC's PC business to be merged with Packard Bell are relatively small and comprise primarily the company's U.S. laptop computer business.

In Europe, the merged company will include manufacturing operations in France that were acquired by Packard Bell as part of the deal with Bull.

The merger agreement was valued at about $300 million in NEC assets and goodwill that will be transferred to the combined company. The transaction doesn't change the current shareholding structure, with the founders of Packard Bell, NEC and Bull retaining their current equity positions.

NEC and Packard Bell said that the newly merged company will go public in about two years.

Packard Bell had PC revenues of about $4.5 billion last year, the company said, and is anticipating strong growth this year, particularly in Europe.

According to Dataquest figures, the combined Packard Bell and NEC operations would have had a U.S. market share of 15.1 percent in 1995 in terms of unit shipments, making it the U.S. market leader.

Packard Bell, which has been struggling to make a profit, described the merger as the "next logical step" following NEC's earlier investments. Industry analysts suggested, however, that the move is a signal that the struggling group may soon loose its independence.

NEC president Tadashi Kaneko said his company had no plans to make additional investments in Packard Bell. "Rather than controlling Packard Bell with a 100 percent stake, we want the new company to maintain Packard Bell's venture spirit," he said.

For NEC, the merger represents an opportunity to expand quickly its presence in the U.S. and European PC markets, where it has had limited success to date.

(Distributed by Scripps Howard News Service.)