Filed by C-MAC Industries, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Solectron Corporation
Commission File No. 001-11098
Solectron and C-MAC to Combine
In $2.7 Billion Stock Transaction
- Combination creates the largest, most complete EMS provider with
ability to provide customers with end-to-end solutions, including
fully integrated systems -
- Transaction expected to be accretive to Solectron's earnings in first year -
For Immediate Release: August 9, 2001
MILPITAS, Calif., and MONTREAL -- Solectron Corporation (NYSE: SLR) and C-MAC
(NYSE: EMS; TSE: CMS) today announced a definitive agreement under which
Solectron and C-MAC will combine to create a leading diversified designer and
manufacturer of integrated electronic manufacturing solutions. The combination
with C-MAC is expected to enhance Solectron's systems-solutions offerings and
expand the company's portfolio, the most diverse in the electronics
manufacturing services industry.
Under the terms of the agreement, Solectron will issue 1.755 shares of
Solectron common stock in exchange for each C-MAC common share outstanding.
Based on Solectron's Wednesday closing price of $17.20, the transaction is
valued at $30.19 (C$46.29) per share of C-MAC common stock, or about $2.7
billion (C$4.1 billion), including the assumption of debt. C-MAC Canadian
shareholders may choose to receive common shares of Solectron or shares in a
Solectron Canadian subsidiary, exchangeable into Solectron common shares. The
transaction is intended to be a tax-deferred share exchange to shareholders in
Canada who elect to receive exchangeable shares, and will be taxable to U.S.
holders of C-MAC's shares. The boards of directors of both companies have
approved the transaction. Completion of the transaction is subject to customary
closing conditions, including the approval of both companies' stockholders and
regulatory approvals. The transaction is expected to be completed by the end of
calendar 2001.
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The transaction provides the following benefits:
o Complementary high-end technology capabilities. C-MAC's strong
systems-solutions services, including complex full-system and
electromechanical assembly, and optical networking component fabrication,
complement Solectron's comprehensive set of printed circuit board/advanced
packaging and systems-solutions design and manufacturing offerings.
Together the combined organization can now offer its customers a broader
range of services, including fully integrated systems.
o Solectron gains access to C-MAC's selective vertical integration
capabilities. This "make or buy" approach captures the benefits of limited
component fabrication while reducing exposure to a highly leveraged cost
model.
o Additional revenue through cross-selling opportunities across a larger
base of existing customer relationships.
o Enhanced margin opportunity from high-value services and greater
supply-chain management.
o Improved competitive position for pursuing high-growth opportunities in
attractive industries, including the fast-growing automotive sector.
o Additional high-end technology design and engineering expertise and a
full-systems suite of services in networking and communications, enhancing
Solectron's industry leadership position and offerings to customers in
those sectors.
As a result of the transaction, Solectron said it expects to generate an
estimated $60 million to $120 million in synergies through cost savings and
revenue opportunities. The company expects the transaction to be accretive to
fiscal 2002 earnings.
"This is another significant step along our strategic path of providing the
capabilities our customers need to outrun their competition," said Koichi
Nishimura, Solectron chairman, president and chief executive officer. "C-MAC's
systems-solutions expertise helps Solectron meet a key long-range initiative
and further strengthens our industry-leading technology, manufacturing and
supply-chain services. In addition, the transaction provides
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us with access to the automotive electronics industry, which that we have
specifically targeted for growth."
The transaction expands Solectron's presence, level of business investment and
customer services in Canada. C-MAC has facilities in seven cities in Quebec,
Manitoba and Ontario. Solectron has facilities in Calgary, Alberta, and
Vaughan, Ontario.
Dennis Wood, chairman, president CEO of C-MAC, will chair a to-be-formed
committee of Solectron's board focused on selective vertical integration and
corporate strategy, and will oversee the integration of the two organizations.
In addition to Wood, Solectron will invite a second current C-MAC board member
to join the Solectron board of directors.
Upon completion of the transaction, Solectron will be in a position to offer an
industry-leading end-to-end solution through key design and manufacturing
capabilities, including high-end micro-technology components, backplane and PCB
fabrication, enclosure design and manufacturing, backplane and PCB assembly,
sub-systems assembly, and full-systems assembly.
"The combination of C-MAC's integrated, selectively vertical Technology Design
Manufacturing Services with Solectron's range of supply-chain services will
create a formidable global leader," Wood said. "With our combined broad array
of technologies, products and services, we will be positioned to offer
customers a complete end-to-end solution to support their global requirements."
"As our customers' needs evolve at an accelerated pace, we continue to add
capabilities to serve them more effectively and expand our industry
leadership," said Nishimura. "Through this transaction with C-MAC, we add a
very strong leadership team, complementary global
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capabilities and significant high-end integrated systems-solutions design and
engineering expertise. This is a great fit for both companies - culturally and
strategically - as well as for our customers."
C-MAC Guidance
Given the contemplated transaction between the two companies and the fact that
Solectron has provided revenue and earnings guidance for the upcoming periods,
C-MAC will provide guidance for the remainder of 2001. Order visibility from
C-MAC's customers in the communications end-market is still limited and
difficult economic conditions persist. C-MAC anticipates that results for the
second half of 2001 should be comparable to results for the first half. At this
time, C-MAC expects revenue for the third quarter to exceed C$575 million and
earnings before goodwill amortization per share diluted to be approximately 10
to 15 cents Canadian.
Webcast
A Webcast regarding this announcement will be held on Aug. 9 at 8:30 a.m. EDT.
The Webcast is available at www.videonewswire.com/event.asp?id=303, or by
visiting www.solectron.com.
Safe Harbor
This release contains both historical and forward-looking statements about the
expectations, beliefs, plans, intentions and strategies of Solectron and C-MAC.
The ability of Solectron and C-MAC to achieve their planned business objectives
involves many risks and uncertainties that could cause actual outcomes and
results to differ materially. In particular, while the companies have executed
a definitive agreement, there is no assurance they will complete the
transaction. If the companies do not receive the necessary government or
stockholder approvals or fail to satisfy conditions for closing, the
transaction will terminate. Forward-looking statements relating to expectations
about future events or results are based upon information available to
Solectron and C-MAC as of today's date. Neither Solectron
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nor C-MAC assumes any obligation to update any of these statements, and these
statements are not guarantees of Solectron or C-MAC. In addition to the
foregoing, Solectron's and C-MAC's financial results and product development
could differ materially from current expectations. The factors that may affect
Solectron's and C-MAC's ability to achieve their planned business objectives
include, but are not limited to, the following: 1) the companys' revenues and
earnings are subject to a number of factors that make estimation of operating
results extremely uncertain; 2) competition for the companys' products is
intense; 3) the uncertainties of whether new products, product extensions or
product strategies will be successful; 4) risks associated with the
acquisition, including (a) conditions in the financial markets relevant to the
proposed transaction, (b) the failure to achieve expected synergies and
efficiencies of operations, (c) risk of price fluctuation, (d) loss of major
customers, (e) the ability to manage business integration, (f) risks associated
with international sales and (g) operations and environmental regulations; 5)
loss of key personnel; 6) litigation, including litigation over intellectual
property rights; and 7) general technological and economic factors.
The risks associated with Solectron's business are discussed in Solectron's
annual report on Form 10-K for the year ended Aug. 25, 2000, and in subsequent
quarterly reports on Form 10-Q. The risks associated with C-MAC's business are
discussed in C-MAC's Annual Information Form and annual report on Form 40-F for
the year ended December 31, 2000, and in subsequent quarterly reports to
shareholders and reports on Form 6-K. You are encouraged to read this
information carefully.
About Solectron
Solectron (www.solectron.com), the world's leading supply-chain facilitator,
provides a full range of manufacturing and supply-chain management services to
the world's premier high-tech electronics companies. Solectron's offerings
include new-product design and introduction services, materials management,
high-tech product manufacturing, and product
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warranty and end-of-life support. Solectron, based in Milpitas, Calif., is the
first two-time winner of the Malcolm Baldrige National Quality Award for
manufacturing. In the nine months ended June 1, Solectron had sales of $15.1
billion.
About C-MAC
C-MAC (www.cmac.com) is a leading internationally diversified designer and
manufacturer of integrated electronic manufacturing solutions, from components
to full systems, primarily serving the communications, automotive,
instrumentation, defense and aerospace industries worldwide. C-MAC's services
also include product design, supply-chain management, and assembly and testing.
C-MAC, based in Montreal, has more than 9,000 employees at 52 sites in North
America, Europe and Asia.
Additional Information and Where to Find It
Solectron plans to file a registration statement on Form S-4 in connection with
the combination and plans to mail a proxy statement/prospectus containing
information about the combination. C-MAC plans to distribute a circular to its
shareholders containing information about the combination. Investors and
security holders are urged to read the registration statement, the proxy
statement/prospectus and the circular carefully when they are available. The
registration statement, the proxy statement/prospectus, and the circular will
contain important information about Solectron, C-MAC, the combination, the
persons soliciting proxies relating to the combination, their interests in the
combination, and related matters. Investors and security holders will be able
to obtain free copies of the U.S. documents through the Web site maintained by
the SEC at www.sec.gov. Free copies of the proxy statement/prospectus may also
be obtained from Solectron by mail to Solectron Corporation, 777 Gibraltar
Drive, Milpitas, CA 95035, Attention: Investor Relations. Solectron's telephone
number is (408) 957-8500. Copies of the circular will be available to the
public on the System for Electronic Document Analysis and Retrieval maintained
by the Canadian Securities Administrators at www.sedar.com
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In addition to the registration statement and the proxy statement/prospectus,
Solectron files annual, quarterly and special reports, proxy statements and
other information with the SEC. C-MAC files annual and quarterly financial
statements, annual reports, annual information forms, management proxy
circulars and other documents and information with the Canadian Securities
Administrators in Canada and annual and special reports with the SEC. You may
read and copy any reports, statements or other information filed with the SEC
by Solectron or C-MAC at the SEC Public Reference Rooms at 450 Fifth Street NW,
Washington, DC 20549 or at any of the SEC's other public reference rooms in New
York, Chicago and Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Solectron's filings with the SEC are
also available to the public from commercial document-retrieval services and at
the Web site maintained by the SEC at www.sec.gov. Since January 1997, C-MAC's
filings with the Canadian Securities Administrators are available to the public
on the System for Electronic Document Analysis and Retrieval maintained by the
Canadian Securities Administrators at www.sedar.com.
Information Concerning Participants
Solectron, C-MAC and their respective directors, executive officers and certain
other members of management and employees may be soliciting proxies from
Solectron and C-MAC stockholders in favor of combination. Information
concerning the participants in the solicitation will be set forth in the proxy
statement/prospectus.
Analysts Contacts: Media Contacts:
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Thomas Alsborg Robert (Bob) Kula
Solectron Corporation Solectron Corporation
(408) 956-6614 (U.S.) (408) 935-5405 (U.S.)
thomasalsborg@ca.slr.com robertkula@ca.slr.com
Claude Michaud Donna Pasteris
C-MAC Industries Inc. C-MAC Industries Inc.
(514) 282-3581 (514) 282-3609
cmichaud@corp.cmac.ca dpasteris@corp.cmac.ca
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