April 1, 2005 - International DisplayWorks Inc., a designer and manufacturer of liquid crystal displays (LCDs), modules and assemblies, has announced an agreement to purchase all the outstanding stock of Three-Five System's LCD manufacturing facility and business in Beijing, China. Closing of the transaction, which is subject to normal conditions, is expected to occur within two weeks.

Three-Five Systems Beijing (TFS Beijing) is a wholly owned subsidiary of Three-Five Systems Inc. TFS Beijing built the factory and installed the manufacturing equipment, including qualifications, with approximately $20 million in contributed capital and debt. The assets of TFS Beijing include a 56,000 sq ft Beijing facility, manufacturing equipment, $2 million in qualified inventory, and a $675,000 VAT credit.

Consideration to be paid includes $8 million in cash and the assumption of $2.4M in debt, as well as an earn-out provision if certain revenue targets are met during the first year.

Tom Lacey, IDW's Chairman and Chief Executive Officer, said: "The ISO 9000.2000 certified facility has been qualified by several Fortune 500 companies including cell phone, industrial, printer and medical device applications and increases our overall production capacity by approximately 40%. This acquisition adds a number of new customers and prospects to IDW in both TFT and STN.

"The facility provides us with additional Chip-on-Glass (COG) capacity for current orders which will enable us to delay approximately $2 million in previously planned capital expenditures," Lacey continued. "In addition to the COG capacity, we are purchasing a state-of-the-art Siemens SMT line and a well-trained, stable workforce that augments our existing team. Purchasing the assets below book value is consistent with our investment methodology."

Full integration with IDW is roughly estimated for the 3FQ05