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 September 13, 2007.
One Marina Boulevard, #28-00
+65.6890.7188 Main
Singapore 018989
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 AVAILABILITY OF NOTICE OF GUARANTEE
PROCEDURE IN CONNECTION WITH ELECTION OF MERGER CONSIDERATION
Singapore and Milpitas, CA, September 13, 2007 Flextronics International Ltd. (NASDAQ:
FLEX) and Solectron Corporation (NYSE: SLR) jointly announced today that if a Solectron stockholder
wishes to make an election with respect to the merger consideration to be received in the proposed
acquisition by Flextronics of Solectron, but the shares of Solectron common stock subject to such
election are not reflected in the stockholders account, the stockholder may nonetheless make such
election if all of the following conditions are met:
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a properly completed and duly executed Election Form in the form provided by Flextronics and
Solectron is received by Computershare Shareholder Services, Inc. (the Exchange Agent) prior to
the Election Deadline described below; |
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a properly completed and duly executed Notice of Guarantee substantially in the form available
as provided below is received by the Exchange Agent prior to the Election Deadline; and |
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the shares of Solectron common stock covered by the Election Form are delivered to the
stockholders account (and in the case of shares held through DTC, the applicable DTC participant
inputs the election in accordance with DTCs procedures) within three New York Stock Exchange
trading days following the Election Deadline. |
Solectron stockholders may request copies of the Notice of Guarantee by calling Innisfree M&A
Incorporated toll free from within the United States and Canada at (877) 825-8971.
The Notice of Guarantee may be delivered by mail or overnight delivery or by facsimile transmission
to the Exchange Agent as indicated on the form of the Notice of Guarantee and must include a
guarantee by a financial institution (including most banks, savings and loan associations and
brokerage houses) that is a participant in a Medallion Signature Guarantee Program (an Eligible
Institution) in the form set forth in the form of Notice of Guarantee.
Flextronics and Solectron previously announced that the Election Deadline by which 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 the Exchange Agent is 5:00 p.m., New York City time, on September 27, 2007.
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.
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, as
well as copies of the Notice of Guarantee, 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.
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.
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 Election Deadline which is based on 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.
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.