Flextronics International Ltd. and International DisplayWorks, Inc. Announce Exchange Ratio
November 22 2006 - 8:00PM
PR Newswire (US)
SINGAPORE and ROSEVILLE, Calif., Nov. 22 /PRNewswire-FirstCall/ --
Flextronics International Ltd. (NASDAQ:FLEX) and International
DisplayWorks, Inc. (NASDAQ:IDWK) today announced that the exchange
ratio for Flextronics's 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 Flextronics's
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 Flextronics's website: http://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 People's Republic of China (PRC). Sales offices
are located in United States, Europe, Hong Kong, Singapore, and
China. More information is available on IDW's website:
http://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 Flextronics's 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 "Management's 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 SEC's web site http://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: For information relating to
Flextronics: Flextronics International Ltd. 2090 Fortune Drive San
Jose, California 95131 Attention: Investor Relations For
information relating to IDW: International DisplayWorks, Inc. 1613
Santa Clara Drive, Suite 100 Roseville, CA 95661-3542 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 Flextronics's
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 SEC's
website ( http://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 IDW's 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 SEC's website ( http://www.sec.gov/ ) and by
contacting IDW's Corporate Secretary, as at the address set forth
above. DATASOURCE: Flextronics International Ltd. CONTACT: Thomas
J. Smach, Chief Financial Officer, +1-408-576-7722, or , or Renee
Brotherton, Senior Director of Corporate Marketing,
+1-408-576-7189, or , both of Flextronics; or Thomas Lacey, Chief
Executive Officer of International DisplayWorks, Inc.,
+1-916-797-6800, or Web site: http://www.flextronics.com/
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