425
Filed by Flextronics International Ltd.
Pursuant to Rule 425 under the Securities Act of 1933, as amended.
Subject Company: International DisplayWorks, Inc.
Commission File Number for the Related Registration Statement on Form S-4: 333-137749
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Flextronics contacts:
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IDW contact: |
Thomas J. Smach
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Thomas Lacey |
Chief Financial Officer
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Chief Executive Officer |
+1.408.576.7722
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+1.916.797.6800 |
investor_relations@flextronics.com
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investor-relations@idwusa.com |
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Renee Brotherton |
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Senior Director of Corporate Marketing |
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+1.408.576.7189 |
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renee.brotherton@flextronics.com |
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FLEXTRONICS INTERNATIONAL LTD. AND INTERNATIONAL DISPLAYWORKS, INC. ANNOUNCE EXCHANGE RATIO
SINGAPORE
and ROSEVILLE, CA November 22, 2006 Flextronics International Ltd. (NASDAQ: FLEX) and
International DisplayWorks, Inc. (NASDAQ: IDWK) today announced that the exchange ratio for
Flextronicss proposed acquisition of IDW will be 0.5653. The exchange ratio represents the
fraction of a Flextronics ordinary share that will be exchanged for each share of IDW common stock
held by IDW stockholders upon the closing of the proposed acquisition. The exchange ratio was
calculated by dividing $6.55 by $11.5865, the average per-share closing price of Flextronicss
ordinary shares on the Nasdaq Global Select Market during the 20 consecutive trading days ending
today (the fifth trading day before November 30, 2006, the currently scheduled closing date of the
proposed acquisition). A special meeting of IDW stockholders will be held on November 28, 2006 to
approve the proposed acquisition. The exchange ratio calculation assumes that the closing of the
proposed acquisition will take place as currently scheduled and is subject to change if for any
reason the closing does not occur on the scheduled date.
About Flextronics International Ltd.
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 2006 revenues from continuing operations of US$15.3
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. More information is available on
Flextronicss website: www.flextronics.com.
About International DisplayWorks, Inc.
IDW is a manufacturer and designer of high quality liquid crystal displays, modules and assemblies
for a variety of customer needs including OEM applications. IDW operates 466,000 square feet of
manufacturing facilities in the Peoples Republic of China (PRC). Sales offices are located in
United States, Europe, Hong Kong, Singapore, and China. More information is available on IDWs
website: www.idwk.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of U.S. securities laws.
These forward-looking statements include, but are not limited to, statements related to the
expected closing of the merger. These forward-looking statements are based on information available
to Flextronics and IDW as of the date of this press release. Current expectations, forecasts and
assumptions involve a number of risks and uncertainties that could cause actual results to differ
materially from those anticipated by these forward-looking statements. Such risks and uncertainties
include a variety of factors, some of which are
beyond the control of Flextronics and IDW. In particular, such risks and uncertainties include the
possibility that not all of the conditions to the closing to the merger will be satisfied by the
anticipated closing date, if at all. Information concerning additional factors that could cause
results to differ materially from those projected in the forward-looking statements is contained in
the Risk Factors section of Flextronicss Registration Statement on Form S-4/A (SEC File No.
333-137749), which was filed with the Securities and Exchange Commission (SEC) on October 25,
2006, as well as those described under Risk Factors and Managements Discussion and Analysis of
Financial Condition and Results of Operations in the reports on Form 10-K, 10-Q and 8-K that
Flextronics and IDW file with the SEC. The forward-looking statements in this press release are
based on current expectations and neither Flextronics nor IDW undertakes any obligation (other than
as required by law) to update or revise these forward-looking statements to reflect subsequent
events or circumstances.
Additional Information and Where to Find It:
On October 25, 2006, Flextronics filed a Registration Statement on Form S-4/A (SEC File No.
333-137749) (the Registration Statement) with the SEC which contained the definitive proxy
statement/prospectus relating to the merger. Investors and security holders are urged to read the
Registration Statement and the definitive proxy statement/prospectus carefully, as well any related
materials when they become available, because they contain, and will contain, important information
about Flextronics, IDW and the proposed merger. The definitive proxy statement/prospectus has been
mailed to stockholders that held shares of IDW common stock on the record date for the IDW special
meeting related to the proposed merger. The Registration Statement, the definitive proxy
statement/prospectus, other relevant materials (when they become available), and any other
documents filed with the SEC, 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 IDW 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 IDW: |
Flextronics International Ltd.
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International DisplayWorks, Inc. |
2090 Fortune Drive
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1613 Santa Clara Drive, Suite 100 |
San Jose, California 95131
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Roseville, CA 95661-3542 |
Attention: Investor Relations
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Attention: Corporate Secretary |
Investors and security holders are urged to read the definitive proxy statement/prospectus, and
other relevant materials when they become available, before making any voting or investment
decision with respect to the proposed merger.
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:
IDW and its directors and executive officers, and Flextronics and its directors and executive
officers, may be deemed to be participants in the solicitation of proxies from IDW stockholders in
connection with the proposed merger. Information regarding any special interests of these
directors and executive officers in the proposed transaction is included in the definitive proxy
statement/prospectus referred to above. Additional information regarding the directors and
executive officers of Flextronics is included in Flextronicss definitive proxy statement for the
2006 annual general meeting of Flextronics shareholders, which was filed with the SEC on July 31,
2006. This document is available free of charge at the SECs website (www.sec.gov) and by
contacting Investor Relations for Flextronics, at the address set forth above. Additional
information regarding the directors and executive officers of IDW is included in
IDWs proxy statement for the 2006 annual general meeting of IDW shareholders, which was filed with
the SEC on April 10, 2006. This document is available free of charge at the SECs website
(www.sec.gov) and by contacting IDWs Corporate Secretary, as at the address set forth above.