Tempe, Ariz. — Microdisplay rear-projection TV manufacturer Brillian has signed a definitive agreement to merge with flat-panel TV vendor Syntax, the companies reported.

The companies said the combination will enable the unified company to develop an extensive HDTV product portfolio, featuring both flat-panel LCD TVs and Liquid Crystal on Silicon (LCoS) microdisplay rear-projection sets. The merger will also bring Brillian Syntax’s rapidly growing retail distribution infrastructure.

The combined company, which will be called Syntax-Brillian, will enable the companies to expand their product scope, channel strength, global supply-chain capabilities and services organization to create an entity with significantly greater financial scale and scope, the companies said.

Syntax Groups manufactures and markets the Olevia family of widescreen LCD TVs. The company claims to be among the “Top 5” North American LCD TV brands, with approximately 7 percent market share. Worldwide, Syntax ranks in the top 10 LCD TV brands, the company said.

Brillian develops and produces next-generation LCoS-based microdisplay rear-projection HDTV sets, which it has sold on an OEM and private label basis to such accounts as Sears.

Pending stockholder and regulatory approval, Brillian will acquire all outstanding shares of Syntax in a tax-free, stock-for-stock transaction.

The exchange rate will be adjusted at the closing such that the shareholders of Syntax will own approximately 70 percent of the combined company while shareholders of Brillian will own approximately 30 percent.

The combined company will adopt Syntax's fiscal year end of June 30. For the year ended June 30, 2005, Syntax had revenue of approximately $90 million, approximately three times the revenue from the previous fiscal year.

Vincent F. Sollitto Jr., president/CEO of Brillian, will serve as chairman/CEO of Syntax-Brillian. James Li, Syntax's current CEO, will be the president/COO of Syntax-Brillian.

Wayne Pratt, Brillian's chief financial officer, will be the CFO of Syntax-Brillian, and Thomas Chow, Syntax's CFO, will be the chief procurement officer of Syntax-Brillian.

Robert Melcher, Brillian's chief technical officer, will be the chief technical officer of Syntax-Brillian.

The board of directors of the combined company will include four members of Brillian and Syntax management. Five members will be independent directors pursuant to Nasdaq and SEC regulations for a total of nine members.

“We believe TFT-LCD will dominate the sub-50-inch screen size arena and LCoS will dominate the 50-inch-plus, rear-projection TV arena,” said Sollitto in explaining the reason for the merger.

“We have a very clear and focused strategy to not only become a Tier One digital TV manufacturer, but also to play a leading role in the global HDTV market,” said Li. “The merger with Brillian is mutually beneficial, complementary and additive in virtually every sense. It will make for a stronger and strategically more competitive global company.”

The transaction is expected to close in the fourth calendar quarter of 2005 and is subject to customary closing conditions, including approval by the shareholders of both companies and regulatory approvals.