e425
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 August 30, 2007.
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2 Changi South Lane
Singapore 486123
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65.6299.8888 Main
www.flextronics.com |
PRESS RELEASE
Flextronics contacts:
Thomas J. Smach
Chief Financial Officer
+1.408.576.7722
investor_relations@flextronics.com
Renee Brotherton
Senior Director of Corporate Marketing
+1.408.576.7189
renee.brotherton@flextronics.com
FLEXTRONICS TO EXPAND MEDICAL CAPABILITIES THROUGH ACQUISITION OF AVAIL
Singapore, August 30, 2007Flextronics (NASDAQ: FLEX), a global leading Electronics Manufacturing
Services (EMS) provider and Avail Medical Products, Inc., the privately-held, market leader in
disposable medical devices, today announced that the two companies have entered into a definitive
agreement for Flextronics to acquire Avail. The addition of Avails medical design, manufacturing
and logistics capabilities for disposable medical device products and the leading medical
capabilities afforded by the pending Solectron acquisition will significantly broaden Flextronics
Medical segments offerings, and establish Flextronics as a leading supplier and partner for the
medical industry.
When our core medical business is combined with the capabilities of Avail and the services that we
will add from the pending Solectron acquisition, Flextronics Medical will increase the range of
services it offers customers to include design, manufacturing and logistics of disposable medical
devices, hand held diagnostics and drug delivery devices and imaging, lab and life sciences
equipment, said Dan Croteau, president of Flextronics Medical. Not only will we have one of the
broadest ranges of capabilities in the medical industry, this strategic combination of world-class
resources demonstrates our commitment to providing our medical customers with an unmatched level of
global capabilities.
The combination of Avail and Flextronics Medical will allow us to build upon our combined global
manufacturing footprint and supply chain organization to provide customers with the services they
require to sustain a competitive edge in the global marketplace for complex medical products, said
J. Randall Keene, president and chief executive officer of Avail. Together, we will also have the
ability to accelerate product development and simplify customer supply chains by building upon
Flextronicss advanced electronics capabilities and adding the disposable medical device experience
of Avail.
Avail is expected to generate approximately $250 million of sales in calendar 2007 from a product
portfolio that consists of disposable medical products that includes catheters, wound management
and drug delivery devices. The acquisition is expected to close before the end of the calendar year
and it is expected that this acquisition will be neutral to the diluted earnings per share guidance
for all periods previously provided by Flextronics. Additional terms of the deal were not
disclosed.
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.
Forward-Looking Statements:
This press release contains forward-looking statements within the meaning of federal securities
laws. These forward-looking statements include statements related to the expected timing of the
closing of the acquisition of Avail by Flextronics, the expected benefits of Flextronicss
acquisition of Avail and its pending acquisition of Solectron, the impact of those acquisitions on
Flextronicss product offerings, its range of capabilities in the medical industry and its position
in the high growth medical segment. 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 possibility that the acquisitions may not be completed as planned or at all, difficulties or
delays in obtaining regulatory or shareholder approvals for the proposed transactions, the
possibility that the growth prospects and any other synergies expected from the proposed
transactions may not be fully realized or may take longer to realize than expected, that growth in
the medical industry may not occur as expected or at all, and other risks affecting Flextronics
that are described under Risk Factors and Managements Discussion and Analysis of Financial
Condition and Results of Operations in Flextronicss annual and quarterly reports filed with the
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 Flextronics does not assume any obligation to update
these forward-looking statements, except as required by law. 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 Securities and Exchange Commission
(SEC) that contains a definitive Joint Proxy Statement/Prospectus. Before making any voting or
investment decision with respect to the proposed Solectron 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.
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 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.
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 Solectron 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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