MILPITAS, Calif., June 20 /PRNewswire-FirstCall/ -- Solectron Corporation
(NYSE: SLR), a leading provider of electronics manufacturing and supply-chain
management services, today said its board of directors has authorized the
company to purchase up to $1.5 billion principal amount at maturity of its
2.75 percent Liquid Yield Option(TM) Notes due 2020 issued in May 2000 (the
2.75 percent LYONs), under a Modified Dutch Auction tender offer. The tender
offer will commence Friday, June 21, 2002, and will expire at midnight EDT on
Friday, July 19, 2002, unless extended. Tendered 2.75 percent LYONs may be
withdrawn at any time prior to the expiration date.
(Photo: http://www.newscom.com/cgi-bin/prnh/20001201/SLRLOGO )
Solectron is offering to purchase the 2.75 percent LYONs for cash at a
price ranging from $580 to $600 per $1,000 principal amount at maturity, up to
the offer amount of $1.5 billion principal amount at maturity, or
approximately 64 percent of the outstanding principal amount at maturity of
2.75 percent LYONs. Solectron expects to fund the tender offer with about
$900 million of its cash on hand. At May 31, 2002, Solectron had
approximately $3.2 billion in cash, cash equivalents and short-term
investments, including $425 million of restricted cash. The purpose of the
tender offer is to reduce Solectron's debt and to effectively extend the
average maturity of its debt.
Under the Modified Dutch Auction procedure, the price at which the
2.75 percent LYONs are purchased and the number of 2.75 percent LYONs
purchased will depend on the prices at which tendering holders specify they
are willing to sell their 2.75 percent LYONs and the total number of
2.75 percent LYONs tendered. Solectron will determine a final purchase price
that is the lowest price in the price range enabling it to purchase up to the
offer amount from all validly tendered 2.75 percent LYONs. Solectron will pay
the same final purchase price for all 2.75 percent LYONs purchased in the
tender offer.
If the amount of validly tendered 2.75 percent LYONs exceeds $1.5 billion
principal amount at maturity, Solectron will accept for payment at the final
purchase price all 2.75 percent LYONs validly tendered at or below the final
purchase price on a prorated basis. 2.75 percent LYONs tendered at prices
above the final purchase price or otherwise not purchased will be returned to
tendering holders.
The terms and conditions of the tender offer will appear in Solectron's
Offer to Purchase, which will be dated June 21, 2002, and the related Letter
of Transmittal. Copies of these and other related documents will be mailed to
all holders of the 2.75 percent LYONs. Subject to applicable law, Solectron
may, in its sole discretion, waive any condition applicable to the tender
offer and may extend or otherwise amend the tender offer. The tender offer is
not conditioned on a minimum amount of 2.75 percent LYONs being tendered. The
consummation of the tender offer for the 2.75 percent LYONs is subject to
certain conditions described in the Offer to Purchase.
Morgan Stanley & Co. Incorporated is acting as dealer manager for the
tender offer, Georgeson Shareholder Communications, Inc. is the information
agent, and U.S. Bank N.A. is the depositary. Copies of the Offer to Purchase,
Letter of Transmittal and related documents may be obtained at no charge from
the information agent at 866-431-8992 or from the SEC's Web site at
http://www.sec.gov. Additional information concerning the terms of the tender offer,
including all questions relating to the mechanics of the tender offer, may be
obtained by contacting the information agent at 866-431-8922 or Morgan Stanley
at 212-761-5722 (collect) or 800-223-2440 ext. 1-5722 (domestic toll free).
This news release is not an offer to purchase or a solicitation of an
offer to sell securities with respect to any 2.75 percent LYONs. The tender
offer may only be made pursuant to the Offer to Purchase and the accompanying
Letter of Transmittal.
NOTE: Liquid Yield Option is a trademark of Merrill Lynch & Co., Inc.
About Solectron
Solectron (http://www.solectron.com) provides a full range of global
manufacturing and supply-chain management services to the world's premier
high-tech electronics companies. Solectron's offerings include new-product
design and introduction services, materials management, high-tech product
manufacturing, and product warranty and end-of-life support. Solectron, based
in Milpitas, Calif., is the first two-time winner of the Malcolm Baldrige
National Quality Award.
Safe Harbor
This release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, that involve a number of risks
and uncertainties. In particular, Solectron's completion of the tender offer
and the terms of the tender offer are subject to various risks, including
prevailing conditions in the public capital markets. There can be no
assurance that the tender offer will be successfully completed. Other
potential risks that could cause actual events to differ materially are
included in Solectron's filings with the Securities and Exchange Commission,
including Forms 8-K, 10-K and 10-Q. Solectron disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
CONTACT: investors, Thomas Alsborg, +1-408-956-6614 (U.S.), or
thomasalsborg@ca.slr.com, or media, Kevin Whalen, +1-408-956-6854 (U.S.), or
kevinwhalen@ca.slr.com, both of Solectron Corporation
SOURCE Solectron Corporation
back to top
Related links: http://www.solectron.com
Photo Notes: NewsCom: http://www.newscom.com/cgi-bin/prnh/20001201/SLRLOGO AP Archive: http://photoarchive.ap.org PRN Photo Desk, 1-888-776-6555 or +1-212-782-2840
CONTACT: investors, Thomas Alsborg, +1-408-956-6614 (U.S.), or thomasalsborg@ca.slr.com, or media, Kevin Whalen, +1-408-956-6854 (U.S.), or kevinwhalen@ca.slr.com, both of Solectron Corporation
|