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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to §240.14a-12 |
SOLECTRON CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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The following letter from Flextronicss Chief Executive Officer was included with the Fiscal Year
2007 Annual Report sent to shareholders of Flextronics beginning on August 13, 2007.
To our Shareholders
I am very proud of the Companys performance and the hard work and contribution of our
employees and management across the globe in making it a very successful year for Flextronics. I am
extremely pleased to share some of our major accomplishments during the year that ultimately led to
the record-setting results in Fiscal 2007.
In my first year as CEO, I wanted to take a fresh look at our organization, and leverage its
existing scale and capabilities to accelerate revenue growth and enhance profitability, while
narrowing our focus to only those businesses that created substantial synergy.
We embarked on a market focused strategy that was designed to enable our company to execute better
and more quickly and accurately in an increasingly complex environment. We expanded our management
team through the addition of five new executives, and in doing so added innovative thinking and
expertise that enhanced our value creation for our customers, while creating the necessary
executive bandwidth to scale rapidly.
This market-focus strategy helped establish a solid foundation to position Flextronics for industry
leadership through synergistic growth. It also supports the Company vision to create a company of
limitless scale that is driven by a management system that delivers repeatable execution. Our
ability to successfully operate a company with limitless scale and repeatable execution set the
stage for the Solectron acquisition, which I will discuss shortly. Let me first review our Fiscal
2007 financial results.
FISCAL 2007 RESULTS
Fiscal 2007 was a year of transition that re-accelerated revenue and earnings growth for
Flextronics. We accomplished the Companys growth objectives, as Fiscal 2007 revenues grew by $3.6
billion or 23%, to an all-time record high of $18.9 billion and annual adjusted operating profit
grew by 21%, while achieving our annual adjusted operating margin target of 3%. It is important to
note that almost all of the revenue growth in Fiscal 2007 was organic program wins with customers
that did not come with any factory acquisitions. We are obviously capturing market share, and I
feel this growth is a confirmation by our customers of the Companys strength, market position and
investment strategies.
We continue to be intensely focused on growing our market share, with an appropriate return on
capital. Our GAAP net income increased over $367 million to an all-time record high of $509 million
in Fiscal 2007. We are very pleased that we also met our Fiscal 2007 adjusted earnings per share
commitment of $0.80, which is an all-time high and an increase of 16% over the prior year. Despite
a heavy investment cycle, the Companys return on invested capital (ROIC) increased by 60 basis
points to 10.4% in Fiscal 2007, which is the highest level in six years. This is further
confirmation that our incremental growth is generating a higher ROIC.
As good as the annual results are, the improvements in quarterly operating results accelerated
throughout the year. For example, fourth quarter revenue increased $1.1 billion, or 32% from the
year ago quarter to a fourth quarter record high $4.7 billion, while quarterly adjusted operating
profit increased 36% from the year ago quarter. The fourth quarter revenue growth of 32% compares
to 31% in the third quarter, 23% in the second quarter and 6% in the first quarter.
Our balance sheet is in good shape, with over $700 million in cash and no short term debt
maturities. We repaid $122 million of debt during the year, which de-levered the balance sheet to
a near historical low debt to capital leverage ratio of only 20%.
We continue to lead the industry with our management of working capital, and ended the year with a
quarterly cash conversion cycle of 15 days. Operations generated positive cash flow of $276 million
for the year, which we are proud of in light of the annual revenue growth rate of 23%.
Another objective at the beginning of the year was to expand our low cost geographic capabilities
to not only help us meet our revenue growth expectations, while yielding better profits and returns
for shareholders, but to also improve our competitiveness, enhance our capabilities, and provide
value to our customers that increases their competitiveness. We spent $569 million in capital
expenditures in Fiscal 2007, primarily to expand our operations in China, India, Malaysia, the
Ukraine, Brazil and Mexico. This investment was funded through the $580 million of cash generated
from the divestiture of non core operations. We expect to be able to leverage these investments
into next year and significantly reduce our investment level in Fiscal 2008.
We added significant business from new customers such as Nortel, Kodak, Agilent/Verigy, Cisco,
Juniper, Sun, and many others. We also expanded and enhanced our vertically integrated service
offering, where we have been adding capacity in plastics, metals, rigid PCBs and flexible circuits,
as well as introducing new vertical capabilities in machining, LCD displays and power supplies.
We expanded our base of design engineering by over 1,000 people in Fiscal 2007, in a variety of
segments and verticals. We have become more powerful, and have invested aggressively, yet
thoughtfully, all while maintaining our operating margins.
Another area of improvement that does not get highlighted in our financial results is the
development of key management of the Company, to ensure we can successfully manage growth. As I
have mentioned before, we have hired or promoted executives in all of our market segments. These
individuals have developed infrastructure around them to ensure we can continue to meet our
customer requirements, as well as effectively manage our companys growth with limitless scale and
repeatable execution.
While I am pleased with these results, and believe they are a testament to strong operational
execution, I assure you that we are not resting on our past accomplishments. We are very
enthusiastic about the direction of the Company and are excited about delivering even better
results. We are working on continuous improvement in several areas of our business, such as
operating margins, inventory management and ROIC during this time of accelerated growth. In
addition, we are currently planning the integration of the largest acquisition in the Companys
history, with a focus on execution and superior customer service.
SOLECTRON ACQUISITION
Although the pending acquisition of Solectron was announced on June 4, 2007, it was enabled by many
of the things we accomplished during Fiscal 2007. While the acquisition remains subject to
customary closing conditions, including shareholder and regulatory approval, we expect the
acquisition to close during the December 2007 quarter.
As a result of this transaction, Flextronics will become the most diversified and premier global
provider of advanced design and vertically integrated electronics manufacturing services (EMS).
Flextronics will have the broadest worldwide EMS capabilities, from design resources to end-to-end
vertically integrated global supply chain services, which will enhance our ability to design,
build, and ship a complete packaged product for our OEM customers. By combining Solectrons
resources and unique skill sets, we believe Flextronics will be able to provide more value and
innovation to customers by building on the combined global economies of scale in manufacturing,
logistics, procurement, design, engineering and ODM services.
The enhanced capabilities added through this acquisition will create more value for our customers
and increase their competitiveness as a result of us being able to provide them a much more
comprehensive set of capabilities. Solectron is an extremely important strategic addition to
Flextronics and this combination transforms the landscape of our industry. By joining forces, we
expect the increased scale will enable us to further extend our market reach, leverage vertical
integration capabilities, realize significant cost savings, and better serve the needs of our
combined customers, employees and shareholders. Solectrons strength in serving high-end computing
and telecom customers
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will be an invaluable addition to Flextronicss existing capabilities and the combined company will
be a market leader in most product categories. Flextronics will be a larger, more competitive
company and therefore better positioned to deliver supply chain solutions that fulfill our
customers increasingly complex requirements. The breadth and depth of the combined company
significantly builds on Flextronicss vertical integration capability while taking significant
costs out of the combined companys infrastructure. The combined company is clearly more
diversified and formidable than either on its own, and we expect Flextronics will be better
positioned to increase shareholder value through greater cash flow and earnings.
After this acquisition closes, Flextronics will operate in 35 countries, with a workforce of
approximately 200,000 employees, including approximately 4,000 design engineers. Flextronicss
annual revenues will exceed $30 billion across seven well-diversified customer market segments and
many vertical components divisions.
This acquisition should be 15% accretive to Flextronics once all of the $200 million annual
after-tax synergies are realized. In addition to the cost synergies, we expect that cash flow
synergies will be well in excess of the cash portion of the restructuring charges that are expected
to result from the integration of this acquisition. For example, we believe there are significant
cash synergies that will result from reducing Solectrons cash conversion cycle. We believe we can
generate $300-$600 million of cash by reducing their cash conversion cycle by 10-20 days. In
addition, we expect combined capital expenditures can be reduced by approximately $450 million over
the first three fiscal years post-closing from the redeployment of equipment in rationalized
manufacturing locations. These cash flow synergies will improve the combined companys return on
invested capital. We will work hard to beat these expectations and achieve even greater cost
synergies and realize them faster than planned.
As I outlined above, we have reorganized our management structure to create the infrastructure
required to effectively and efficiently add scale to our operations. As a result, we are well
prepared to achieve the expected synergies by successfully integrating Solectron into our company.
We are thrilled to add Solectron customers and employees to our organization.
STRATEGIC BUSINESS OBJECTIVES
We believe the Solectron acquisition will accelerate our strategy of growing our market share with
an appropriate return on capital. Our organic growth strategy remains intact and it will be even
more compelling based on the strong capabilities of the combined companies as we are well prepared
to realize growth and to integrate the acquisition in parallel. One of Flextronicss competitive
advantages is its ability to effectively integrate and operate large-scale acquisitions of global
operations. We are confident in our ability to do so with this transaction.
I would like to thank all of our stakeholders for their contributions in making Fiscal 2007 a very
successful year. This has been a stellar year for us and our performance marks a turning point in
the industry-at-large as we leverage our achievements to grow strategically. We effectively created
a well-aligned, global operational structure that will help extend our market leadership position
long into the future. I look forward to the coming year as it will be exciting and I believe
rewarding to shareholders.
Best regards,
Mike McNamara
Chief Executive Officer
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Safe Harbor Statement
This communication contains forward-looking statements within the meaning of federal
securities laws relating to both Flextronics and Solectron. These forward-looking statements
include statements related to expectations as to the closing of the acquisition of Solectron by
Flextronics. These forward-looking statements are based on current assumptions and expectations and
involve risks and uncertainties that could cause actual results to differ materially from those
anticipated by the forward-looking statements. These risks include the ability of Flextronics and
Solectron to satisfy the conditions to closing (including obtaining required regulatory approvals,
Solectron stockholder approval and Flextronics shareholder approval); if and when the acquisition
occurs, the revenues, cost savings, growth prospects and any other synergies expected from the
acquisition may not be fully realized due to difficulties integrating the businesses, operations
and product lines of Flextronics and Solectron or may take longer to realize than expected; any
delay in completing the acquisition (including any delay in obtaining the required clearances and
approvals or resulting from any litigation or similar proceedings) may significantly reduce the
benefits expected to be obtained from the acquisition; a failure to complete the acquisition could
materially and adversely affect Flextronicss results of operations and stock price; and
Flextronics may incur significant costs associated with the acquisition, including charges to
operations to reflect costs associated with integrating the businesses and operations of
Flextronics and Solectron. Additional information concerning these and other risks is described
under Risk Factors and Managements Discussion and Analysis of Financial Condition and Results
of Operations in Flextronicss reports on Form 10-K, 10-Q and 8-K that Flextronics has filed with
the U.S. Securities and Exchange Commission (SEC) and under Cautionary Statement Regarding
Forward Looking Information and Risk Factors included in the Joint Proxy Statement/Prospectus
which forms a part of Flextronicss registration statement on Form S-4/A, filed by Flextronics with
the SEC on August 7, 2007. The forward-looking statements in this communication are based on
current expectations and Flextronics assumes no obligation to update these forward-looking
statements.
Additional Information and Where to Find it:
On August 7, 2007, Flextronics filed a Registration Statement on Form S-4/A (SEC File No.
333-14486) with the SEC that contains a definitive Joint Proxy Statement/Prospectus. Before making
any voting or investment decision with respect to the proposed merger, investors and security
holders are urged to read carefully the Registration Statement and the definitive Joint Proxy
Statement/Prospectus and related materials, because they contain important information about
Flextronics, Solectron and the proposed merger. Documents filed with the SEC, including the
preliminary Joint Proxy Statement/Prospectus, the definitive Joint Proxy Statement/Prospectus, when
it is made available, and other relevant materials, may be obtained free of charge at the SECs web
site www.sec.gov. In addition, investors and security holders may obtain a free copy of
any documents that Flextronics and Solectron have filed with the SEC by directing a written request
to:
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For information relating to Flextronics:
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For information relating to Solectron: |
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Flextronics International Ltd.
2090 Fortune Drive
San Jose, CA 95131
Attention: Investor Relations
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Solectron Corporation
847 Gibraltar Drive
Milpitas, CA 95035
Attention: Investor Relations |
This communication shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Participants in the Solicitation:
Flextronics, Solectron and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies in connection with the proposed merger. Information
regarding the interests of these directors and executive officers in the proposed transaction is included in the definitive
Joint Proxy Statement/Prospectus referred to above. This document is available free of charge at
the SECs website (www.sec.gov) or by contacting Flextronics and Solectron at their
respective addresses listed above.
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