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Filed by Flextronics International Ltd. pursuant to Rule 425
Under the Securities Act of 1933 and deemed filed pursuant to
Rule 14a-6 under the Securities Exchange Act of 1934, as amended
Subject Company: Solectron Corp.
Commission File No. of Subject Company: 001-11098
The following press release was issued by Flextronics International Ltd. on September 5, 2007.
Press Release
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Flextronics contacts:
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Solectron contacts: |
Thomas J. Smach
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Perry G. Hayes |
+1-408-576-7722
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+1-408-956-7543 |
investorrelations@flextronics.com
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perryhayes@solectron.com |
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Renee Brotherton
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Michael Busselen |
+1-408-646-5103
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+1-408-956-6854 |
renee.brotherton@flextronics.com
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michaelbusselen@solectron.com |
FLEXTRONICS AND SOLECTRON ANNOUNCE REGULATORY APPROVAL STATUS AND SOLECTRON STOCKHOLDER ELECTION DEADLINE
Singapore and Milpitas, CA, September 5, 2007 Flextronics International Ltd. (NASDAQ: FLEX) and
Solectron Corporation (NYSE: SLR) jointly announced today that Solectron stockholders that wish to
make an election with respect to the merger consideration to be received in the proposed
acquisition by Flextronics of Solectron must deliver a properly completed election form to
Computershare Shareholder Services, Inc. by 5:00 p.m., New York City time, on September 27, 2007
(the Election Deadline).
Solectron stockholders who hold their shares through a bank, broker or other nominee may have an
election deadline earlier than the Election Deadline. These Solectron stockholders should
carefully review any materials they receive from their bank, broker or other nominee to determine
the election deadline applicable to them.
Pursuant to the terms of the merger agreement, Solectron stockholders are entitled to elect to
receive either 0.3450 of a Flextronics ordinary share or $3.89 in cash, without interest, for each
share of Solectron common stock, subject to proration as provided in the merger agreement.
Solectron stockholders who do not make a timely election or fail to deliver a properly completed
election form to Computershare Shareholder Services, Inc. by the Election Deadline will not be able
to elect the form of merger consideration they will receive in the merger. These non-electing
stockholders will receive all cash, all Flextronics ordinary shares or a combination of cash and
Flextronics ordinary shares according to the allocation rules set forth in the merger agreement.
If, after submitting its election form, a Solectron stockholder wishes to sell or otherwise
transfer some or all of the shares covered by its election, the stockholder will have to revoke its
election in order to deliver the shares to the purchaser or other transferee. Such revocation must
be received by Computershare Shareholder Services, Inc. prior to the Election Deadline. A Solectron
stockholder may revoke its election and submit a new election for shares it does not sell or
otherwise transfer. Such election must be received by Computershare Shareholder Services, Inc.
prior to the Election Deadline. Because a Solectron stockholder may revoke its election only prior
to the Election Deadline, after the Election Deadline and prior to the effective time of the merger such stockholder will not be able to sell or otherwise
transfer shares for which an election is effective as of the Election Deadline.
Beginning on August 13, 2007, the required election forms and accompanying instructions were mailed
to Solectron stockholders of record as of August 6, 2007. Solectron stockholders, including those
that acquired their shares after August 6, 2007, may request copies of these election documents by
calling
Innisfree M&A Incorporated toll free from within the United States and Canada at (877)
825-8971. Solectron stockholders who hold their shares through a bank, broker or other nominee
should contact their bank, broker or other nominee to obtain additional copies of the election
documents.
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 will be 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.
Flextronics and Solectron also announced that the companies have satisfied merger control
requirements in Canada, China, the European Union, Mexico, Turkey, Ukraine and the United States.
Merger control notifications remain pending in Brazil and Singapore, but neither affects the
parties ability to close the transaction.
Thomas J. Smach, chief financial officer of Flextronics, stated, Assuming a successful shareholder
vote for both companies, which is scheduled for September 27, 2007, we now expect to close this
transaction 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 fiscal year 2007 revenues from continuing operations of US$18.9
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
http://www.flextronics.com.
About Solectron
Solectron Corporation is one of the worlds largest providers of complete product lifecycle
services. Solectron offers 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 worlds premier
providers of networking, telecommunications, computing, storage, consumer, automotive, industrial, medical, self-service
automation and aerospace and defense products. The companys industry-leading Lean Six Sigma
methodology (Solectron Production System) 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, please visit http://www.solectron.com.
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Note: SOLECTRON and the Solectron logo are registered trademarks of Solectron Corporation. The
Solectron Production System, SPS, and Solectron Supply Chain Solutions Suite are also trademarks of
Solectron Corporation. Other names mentioned are trademarks, registered trademarks or service marks
of their respective owners.
Safe Harbor Statement
This press release 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 the expected timing for 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 Solectron stockholder approval
and Flextronics shareholder approval). 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 the sections entitled
Cautionary Statement Regarding Forward Looking Information, Risk Factors and The Merger
included in the definitive Joint Proxy Statement/Prospectus referred to below. The forward-looking
statements in this press release are based on current expectations and neither Flextronics nor
Solectron assumes any obligation to update these forward-looking statements. Investors are
cautioned not to place undue reliance on these forward-looking statements.
Additional Information and Where to Find it:
In connection with the proposed merger with Solectron, Flextronics has 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 definitive Joint Proxy Statement/Prospectus, 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.
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Solectron Corporation |
2090 Fortune Drive
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847 Gibraltar Drive |
San Jose, CA 95131
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Milpitas, CA 95035 |
Attention: Investor Relations
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Attention: Investor Relations |
This press release 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.
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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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