Flextronics and Solectron Announce Availability of Notice of Guarantee Procedure in Connection With Election of Merger Considera
September 13 2007 - 4:05PM
PR Newswire (US)
SINGAPORE and MILPITAS, Calif., Sept. 13 /PRNewswire-FirstCall/ --
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 stockholder's
account, the stockholder may nonetheless make such election if all
of the following conditions are met: -- 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; -- 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
-- the shares of Solectron common stock covered by the Election
Form are delivered to the stockholder's account (and in the case of
shares held through DTC, the applicable DTC participant inputs the
election in accordance with DTC's 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 world's 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 world's premier
providers of networking, telecommunications, computing, storage,
consumer, automotive, industrial, medical, self-service automation
and aerospace and defense products. The company's industry-leading
Lean Six Sigma methodology (Solectron Production System(TM))
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 "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in Flextronics's 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 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 Solectron have filed with the
SEC by directing a written request to: For information relating to
For information relating to Flextronics: Solectron: Flextronics
International Ltd Solectron Corporation 2090 Fortune Drive 847
Gibraltar Drive San Jose, CA 95131 Milpitas, CA 95035 Attention:
Investor Relations 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
SEC's website (http://www.sec.gov/) or by contacting Flextronics
and Solectron at their respective addresses listed above.
DATASOURCE: Flextronics International Ltd CONTACT: Flextronics
contacts, Thomas J. Smach, +1-408-576-7722, , or Renee Brotherton,
+1-408-646-5103, ; or Solectron contacts, Perry G. Hayes,
+1-408-956-7543, , or Michael Busselen, +1-408-956-6854, Web site:
http://www.flextronics.com/ http://www.solectron.com/
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