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 notice of guarantee (copies of which may be obtained as indicated in the notice of
guarantee) is available for use by shareholders of Solectron Corporation starting on September 14,
2007.
NOTICE OF GUARANTEE
in connection with the elections made by stockholders of
Solectron Corporation
In connection with the proposed merger of Solectron Corporation (Solectron) with and
into Saturn Merger Corp., a wholly-owned subsidiary of Flextronics International Ltd.
(Flextronics), pursuant to the terms of the Agreement and Plan of Merger, dated June 4,
2007, by and among Solectron, Flextronics and Saturn Merger Corp., a joint proxy
statement/prospectus relating to the merger was filed with the U.S. Securities and Exchange
Commission on August 7, 2007 and was mailed to Solectron stockholders on or about August 13, 2007.
Concurrently with the mailing of the joint proxy statement/prospectus, a form of election and
related materials (Election Form) were mailed to Solectron stockholders to permit them to
make an election for cash or stock consideration in connection with the merger.
On September 5, 2007, Flextronics and Solectron issued a joint press release announcing that
the deadline for submitting properly completed and signed Election Forms to Computershare
Shareholder Services, Inc. (the Exchange Agent) is 5:00 p.m., New York City, time on
Thursday, September 27, 2007 (the Election Deadline).
This Notice of Guarantee, or a form substantially equivalent hereto, must be submitted to
the Exchange Agent if a Solectron stockholder is submitting an Election Form covering shares of
Solectron common stock that are not reflected in the stockholders account at the time the Election
Form is submitted to the Exchange Agent. The Notice of Guarantee, duly executed by an Eligible
Institution (as defined below), must be received by the Exchange Agent prior to the Election
Deadline in order for such stockholders election to be valid.
The Election Form and, if required, this Notice of Guarantee must be delivered to the
Exchange Agent at one of the addresses or in the case of the Notice of Guarantee, the facsimile
number listed below prior to the Election Deadline:
|
|
|
|
|
By Mail:
|
|
By Overnight Delivery:
|
|
By Facsimile Transmission |
|
|
|
|
(for Eligible Institutions Only): |
Solectron Merger
|
|
Solectron Merger |
|
|
c/o Computershare Shareholder Services, Inc.
|
|
c/o Computershare Shareholder Services, Inc.
|
|
(781) 930-4942 |
Attn: Corporate Actions
|
|
Attn: Corporate Actions |
|
|
P.O. Box 859208
|
|
161 Bay State Drive
|
|
Telephone Number to Confirm |
Braintree, MA 02185-9208
|
|
Braintree, MA 02184
|
|
Facsimile Transmission: |
U.S.A.
|
|
U.S.A.
|
|
(781) 930-4900 |
Delivery of the Election Form or this Notice of Guarantee to an address or facsimile
number other than as set forth above will not constitute a valid delivery.
THIS NOTICE OF GUARANTEE IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON AN
ELECTION FORM IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE INSTITUTION, SUCH SIGNATURE GUARANTEE
MUST BE PROVIDED PURSUANT TO THE INSTRUCTIONS TO THE ELECTION FORM.
STOCKHOLDERS WHO HOLD THEIR SOLECTRON COMMON STOCK THROUGH A BOOK-ENTRY TRANSFER FACILITY ARE
NOT REQUIRED TO DELIVER THIS FORM BUT SHOULD FOLLOW THE INSTRUCTIONS PROVIDED BY THE BOOK-ENTRY
TRANSFER FACILITY.
For Information About the Election
or to Obtain Copies of the Notice of Guarantee,
the Election Form and related instructions or the Joint Proxy Statement/Prospectus,
Solectron Stockholders May Contact:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York, 10022
|
|
|
Toll Free from within the United States and Canada:
|
|
Banks and Brokers call collect: |
(877) 825-8971
|
|
(212) 750-5833 |
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member in good standing of a recognized Medallion Program approved by the
Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program,
the New York Stock Exchange Medallion Signature Program and the Stock Exchange Medallion Program
(each, an Eligible Institution), hereby guarantees that the shares of Solectron common stock
listed on the preceding page shall be in the account holders account within three New York Stock
Exchange trading days after the Election Deadline.
The Eligible Institution that completes this form must communicate the guarantee to the
Exchange Agent within the time period set forth herein. Failure to do so could result in financial
loss to such Eligible Institution.
|
|
|
Name of Firm:
|
|
|
Address:
|
|
|
|
|
|
|
|
Zip Code |
|
|
|
Area Code and Tel. Number:
|
|
|
Authorized Signature:
|
|
|
Name:
|
|
|
|
|
Please Print |
-3-
Safe Harbor Statement
This
communication 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 communication 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:
|
|
|
For information relating to Flextronics:
|
|
For information relating to 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 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:
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.
-4-