Flextronics Announces Receipt of Requisite Consents in its Partial Tender
Offer and Consent Solicitation for its 6 1/2% and 6 1/4% Senior Subordinated
Notes
SINGAPORE, June 19 /PRNewswire-FirstCall/ -- Flextronics International Ltd.
(Nasdaq: FLEX) announced today that as of 5:00 p.m., New York City time today,
the Early Tender/Consent Deadline for its previously announced cash tender
offer (the "Offer") and consent solicitation (the "Consent Solicitation"), it
has received valid tenders and consents from holders of $317.5 million (or
approximately 79.5%) and $5.5 million (or approximately 1.4%), respectively,
of the aggregate principal amount of its outstanding 6 1/2% Senior
Subordinated Notes (the "6 1/2% Notes") and of $214.3 million (or
approximately 53.3%) and $165.8 million (or approximately 41.2%),
respectively, of the aggregate principal amount of its outstanding 6 1/4%
Senior Subordinated Notes (the "6 1/4% Notes" and together with the 6 1/2%
Notes, the "Notes"). Accordingly, the requisite majority consents to adopt
the proposed amendments to the restricted payments covenants and certain
related definitions contained in each of the indentures under which the Notes
were issued have been received.
In accordance with the Offer and the Consent Solicitation, the Company and the
trustee under each of the indentures have entered into a supplemental
indenture to effect the proposed amendments, which proposed amendments will
become operative on the date when amounts payable by Flextronics pursuant to
the Offer and the Consent Solicitation with respect to tendered Notes and
delivered consents are deposited with the depositary (the "Payment Date"),
which is expected to occur promptly following the Expiration Time (as defined
below).
Holders of 6 1/2% Notes that validly tendered (and did not validly withdraw) 6
1/2% Notes prior to the Early Tender/Consent Deadline are eligible to receive
the applicable Total Consideration set forth in the table below, which
includes a consent fee of $10.00 per $1,000 principal amount of Notes, and
holders of 6 1/2% Notes that validly delivered (and did not validly revoke)
consents, without also tendering the related 6 1/2% Notes, prior to the Early
Tender/Consent Deadline are eligible to receive the consent fee of $10.00 per
$1,000 principal amount of Notes. Holders of 6 1/4% Notes that validly
tendered (and did not validly withdraw) 6 1/4% Notes prior to the Early
Tender/Consent Deadline are eligible to receive the applicable Total
Consideration set forth in the table below, which includes a consent fee of
$10.00 per $1,000 principal amount of Notes (the "Consent Fee"), for their 6
1/4% Notes that are accepted for purchase in the Offer. Holders of 6 1/4%
Notes are eligible to receive, in lieu of the Consent Fee, an alternative
consent fee of $23.00 per $1,000 principal amount of 6 1/4% Notes for 6 1/4%
Notes for which consents were validly delivered (and not validly revoked)
prior to the Early Tender/Consent Deadline without the tender of the related 6
1/4% Notes and for 6 1/4% Notes that were validly tendered (and not validly
withdrawn) prior to the Early Tender/Consent Deadline but which are not
accepted for purchase due to proration.
Holders that validly tender Notes after the Early Tender/Consent Deadline and
prior to the Expiration Time will be eligible to receive only the applicable
Base Offer Consideration set forth in the table below. In addition to the
Total Consideration or the Base Offer Consideration, as the case may be,
holders whose Notes are accepted for purchase in the Offer will receive
accrued and unpaid interest from and including the last interest payment date
up to, but excluding, the Payment Date. Flextronics is offering to purchase
up to $100,000,000 of the aggregate principal amount outstanding of each
series of Notes. If the aggregate principal amount of 6 1/2% Notes or 6 1/4%
Notes tendered exceeds the $100,000,000 maximum acceptance amount of such
Notes, tendering holders of the oversubscribed series of Notes will be subject
to proration. The proration amount, if any, will be set shortly after the
Expiration Time.
The following table provides information with respect to the Offer and the
Consent Solicitation and summarizes the Base Offer Consideration, Early Tender
Premium, Consent Fee and Total Consideration payable with respect to the 6
1/4% Notes and the 6 1/2% Notes, and the Alternative Consent Fee payable with
respect to the 6 1/4% Notes:
Aggregate
Principal Maximum
Title of CUSIP Amount Acceptance Base Offer
Security Number Outstanding Amount Consideration(1)
6 1/2% Senior
Subordinated
Notes due 2013 33938EAJ6 $399,622,000 $100,000,000 $960.00
6 1/4% Senior
Subordinated
Notes due
2014 33938EAN7 $402,090,000 $100,000,000 $910.00
Early Consent Total Alternative
Title of Tender Fee(1) Consideration(1) Consent
Security Premium(1) Fee(1)
6 1/2% Senior
Subordinated
Notes due
2013 $30.00 $10.00 $1,000.00 N/A
6 1/4%
Senior
Subordinated
Notes due
2014 $30.00 $10.00 $950.00 $23.00
(1) Per $1,000 principal amount of Notes
The Offer is scheduled to expire at 12:00 midnight, New York City time, on
June 30, 2009, unless extended or earlier terminated (the "Expiration Time").
Tendered Notes and delivered consents may no longer be withdrawn or revoked.
The Offer and the Consent Solicitation are subject to the satisfaction of
certain conditions but are not conditioned on any minimum principal amount of
Notes being tendered. The complete terms and conditions of the Offer and the
Consent Solicitation are described in the Offer to Purchase and Consent
Solicitation Statement dated May 29, 2009, and the related Consent and Letter
of Transmittal, as amended and supplemented from time to time, including by
the Supplement dated June 17, 2009 (the "Offer Documents"), copies of which
may be obtained by contacting U.S. Bank National Association as the
Information Agent at (800) 934-6802, #7, #7 (toll free) or (651) 495-4738.
The Company has engaged Credit Suisse Securities (USA) LLC and Deutsche Bank
Securities Inc. to serve as Dealer Managers for the Offer and as Solicitation
Agents for the Consent Solicitation. Credit Suisse Securities (USA) LLC and
Deutsche Bank Securities Inc. can be contacted at (212) 538-1861 (collect) or
(800) 820-1653 (toll free) and (212) 250-6008 (collect) or (866) 627-0391
(toll free), respectively.
This press release is for informational purposes only and is not an offer to
purchase or a solicitation of an offer to sell any securities nor a
solicitation of consents. The Offer and the Consent Solicitation are being
made solely pursuant to and on the terms and conditions set forth in the Offer
Documents. The Offer and the Consent Solicitation are being made solely to
such persons and in such jurisdictions as are permitted under applicable law.
No recommendation is made as to whether holders of the Notes should tender
their Notes or give consents.
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, industrial, infrastructure, medical and
mobile OEMs. With fiscal year 2009 revenues of US $30.9 billion, Flextronics
helps customers design, build, ship, and service electronics products through
a network of facilities in 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
www.flextronics.com.
Safe Harbor Statement
Certain statements made in this press release, other than statements of
historical fact, are, or may be deemed to be, forward-looking statements. The
words "will," "may," "designed to," "believe," "should," "anticipate," "plan,"
"expect," "intend," "estimate" and similar expressions identify
forward-looking statements, which speak only as of the date of this press
release. These statements include Flextronics's plan to purchase up to 25% of
the principal amount of each series of Notes in the Offer. These statements
are not guarantees of future performance and are subject to risks and
uncertainties that could cause actual results to differ materially from the
expectations expressed in the forward-looking statements. Important factors
that could cause actual results to differ materially from the expectations
reflected in the forward-looking statements include those described in its
Annual Report on Form 10-K for the fiscal year ended March 31, 2009, as well
as in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Given these risks and uncertainties, the reader should not place undue
reliance on these forward-looking statements.
SOURCE Flextronics International Ltd.
Investor Relations, Warren Ligan or Cindy Klimstra, +1-408-576-7722,
investor_relations@flextronics.com, or Renee Brotherton, Vice President,
Corporate Communications, +1-408-576-7189, renee.brotherton@flextronics.com,
all of Flextronics
