got an unsolicited expression of interest to acquire its retail operations.

The struggling San Diego-based PC maker said the $450 million bid came from Lap Shun Hui, former owner of its eMachines unit. A press release issued by Hui said the bid was made "on a debt-free, cash-free basis." Hui also said he would consider a bid for the whole company.

"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," Hui said. "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."

Gateway said its board will review the expression of interest with the help of its financial and legal advisers in accordance with its fiduciary obligations.