Flextronics and Solectron Announce Preliminary Results of Elections for Merger Consideration
MILPITAS, Calif., and SINGAPORE, Sept. 28 -- Flextronics International Ltd. (NASDAQ:FLEX) and Solectron Corporation (NYSE:SLR) today announced preliminary results for the elections made by Solectron stockholders regarding the form of merger consideration they will receive in the pending acquisition of Solectron by Flextronics. Pursuant to the terms of the merger agreement, Solectron stockholders were entitled to elect to receive either 0.3450 of a Flextronics ordinary share or $3.89 in cash for each share of Solectron common stock, subject to proration due to minimum and maximum limits on the amount of stock consideration and cash consideration. The election deadline expired at 5:00 p.m., EST, on September 27, 2007.
The exchange agent for the transaction, Computershare Shareholders Services, Inc., has calculated that of the 918,360,722 shares of Solectron common stock outstanding as of September 27, 2007:
o 634,188,636 of the outstanding Solectron shares, or 69.0%, have
submitted valid elections to receive Flextronics ordinary shares;
o 78,459,142 of the outstanding Solectron shares, or 8.5%, have submitted
valid elections to receive cash; and
o 205,712,944 of the outstanding Solectron shares, or 22.4%, did not
submit valid elections or submitted elections that are subject to the
guaranteed delivery procedure.
Based on the number of valid elections received by the election deadline and subject to final determination:
o Solectron stockholders who elected to receive stock consideration will
receive Flextronics ordinary shares with respect to all of their
Solectron shares;
o Solectron stockholders who elected to receive cash consideration will
receive cash with respect to all of their Solectron shares; and
o Solectron stockholders that failed to submit a valid election will
receive cash with respect to all of their Solectron shares.
The allocation of the consideration to be received by holders of Solectron common stock may change based upon the elections that were made subject to guaranteed delivery. The final allocation will be announced after the close of business on October 2, 2007.
Flextronics expects to pay approximately $1.07 billion in cash and issue approximately 221.8 million Flextronics ordinary shares upon consummation of the merger. No fractional Flextronics ordinary shares will be issued in the merger. Instead, each Solectron stockholder that would otherwise be entitled to receive Flextronics fractional shares will receive an amount in cash based on the average of the per share closing prices of Flextronics ordinary shares reported on the NASDAQ Global Select Market during the five (5) consecutive trading days ending on the trading day immediately preceding the closing date of the merger.
As provided by the merger agreement, exchangeable shares of Solectron Global Services Canada Inc., other than exchangeable shares owned by Solectron, any of its subsidiaries or their affiliates ("exchangeable shares"), will be automatically exchanged for shares of Solectron common stock, on a one-for-one basis, prior to the effective time of the merger. The merger agreement provides that holders of exchangeable shares were entitled to elect to receive the same consideration in the merger, and to participate directly in the merger, as a holder of shares of Solectron common stock. Therefore, for all purposes above, references to Solectron stockholders are intended to also include holders of exchangeable shares.
Solectron stockholders with questions regarding individual allocation results should contact Innisfree M&A Incorporated toll free from within the United States and Canada at 877-825-8971.
As previously announced and subject to customary closing conditions, Flextronics expects to complete its acquisition of Solectron on October 1, 2007.
About Flextronics
Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer digital, industrial, infrastructure, medical and mobile OEMs. With the acquisition of Solectron, pro forma fiscal year 2007 revenues from continuing operations will be more than US$30 billion. Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in over 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.
About Solectron
Solectron Corporation is one of the world's largest providers of complete product lifecycle services. We offer collaborative design and new product introduction, supply chain management, Lean manufacturing and aftermarket services such as product warranty repair and end-of-life support to leading customers worldwide. Solectron works with the world's premier providers of networking, telecommunications, computing, storage, consumer, automotive, industrial, medical, self-service automation and aerospace and defense products. The company's industry-leading Lean Six Sigma methodology (Solectron Production System(TM)) provides OEMs with quality, flexibility, innovation and cost benefits that improve competitive advantage. Based in Milpitas, Calif., Solectron operates in more than 20 countries on five continents and had sales from continuing operations of $10.6 billion in fiscal 2006. For more information, visit us at www.solectron.com.
FCMN Contact: renee.brotherton@flextronics.com
Source: Flextronics International Ltd.
CONTACT: Renee Brotherton, Corporate Communications, +1-408-646-5103, renee.brotherton@flextronics.com, of Flextronics International Ltd.;
Michael Busselen, Corporate Communications, +1-408-956-6854, michaelbusselen@solectron.com, of Solectron Corporation
Web site: www.flextronics.com/
