MILPITAS, Calif., Dec. 3 /PRNewswire/ -- Solectron Corporation
(NYSE: SLR), the world's leading provider of electronics manufacturing and
supply-chain management services, today has completed its combination with
C-MAC Industries Inc. The transaction, which was approved last week by
shareholders of both companies, is expected to greatly strengthen Solectron's
end-to-end offering and expand the company's portfolio, the most diverse in
the electronics manufacturing services industry.
(Photo: http://www.newscom.com/cgi-bin/prnh/20001201/SLRLOGO )
Under the terms of the combination agreement and plan of arrangement,
Solectron will issue 1.755 shares of Solectron common stock in exchange for
each C-MAC common share outstanding. Based on Solectron's Friday closing
price of $14.70, the transaction is valued at $25.85 (C$40.58) per share of
C-MAC common stock, or about $2.3 billion (C$3.6 billion), including the
assumption of debt. C-MAC Canadian shareholders will receive common shares of
Solectron or shares in a Solectron Canadian subsidiary, exchangeable into
Solectron common shares. The transaction is intended to be a tax-deferred
share exchange to shareholders in Canada who properly elected to receive
exchangeable shares, and will be taxable to U.S. holders of C-MAC's shares.
The transaction allows Solectron to offer the electronics manufacturing
services (EMS) industry's most comprehensive end-to-end solution through key
design and manufacturing capabilities, including high-end micro-technology
components, backplane and PCB fabrication, enclosure design and manufacturing,
backplane and PCB assembly, sub-systems assembly, and full-systems assembly.
Solectron also expands its base of customers, gaining new capabilities and
expertise in the automotive, industrial controls and avionics industries.
"This is an important development for Solectron, its employees and
stockholders," said Koichi Nishimura, Solectron chairman, president and chief
executive officer. "The potential opportunities before us are tremendous,
driven by our customers' need for greater speed, technology and efficiency to
be competitive. Today, we believe no other competitor offers the strength and
breadth of our complete product life cycle services, which provide the time,
cost and asset utilization advantages our customers need to succeed."
As part of the combination, Solectron has added Dennis Wood and C. Wesley
M. Scott to the company's board of directors.
"Today, we welcome C-MAC employees to the Solectron family," said
Nishimura. "This transaction brings highly skilled and motivated people into
our industry-leading operations. We are excited about the complementary
combination of talent and management expertise, which will allow us to
leverage the industry's most comprehensive array of technology, manufacturing
and service expertise."
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, the
first two-time winner of the Malcolm Baldrige National Quality Award, has a
full range of industry-leading capabilities on five continents. Its
headquarters are in Milpitas, Calif.
About C-MAC
C-MAC, based in Montreal, is a leading internationally diversified
designer and manufacturer of integrated electronic manufacturing solutions,
from components to full systems, primarily serving the communications,
automotive, instrumentation, defense and aerospace industries worldwide.
C-MAC's services also include product design, supply-chain management, and
assembly and testing.
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, regarding, among other things,
anticipated benefits of the transaction and Solectron's capabilities following
completion of the transaction, based on current expectations that involve a
number of risks and uncertainties. In particular, while the companies have
completed the transaction, there is no assurance that the expected benefits of
the transaction will ever materialize. Additional risks and uncertainties
include the failure to achieve expected synergy and efficiencies of
operations, risk of price fluctuation, loss of major customers, fluctuations
in operating results, changes in technology, competition, the ability to
manage growth, the ability to manage rapid declines in customer demand, the
ability to manage business integration, risks associated with international
sales and operations and the ability to retain key personnel. Other potential
risks that could cause actual events to differ materially are included in
Securities and Exchange Commission filings, including Forms 8-K, 10-K, 10-Q,
S-3 and S-4 for Solectron Corporation. 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.
For further information please contact analysts, Thomas Alsborg,
+1-408-956-6614 (U.S.), thomasalsborg@ca.slr.com; or media, Robert (Bob) Kula,
+1-408-935-5405 (U.S.), robertkula@ca.slr.com, both of Solectron Corporation.
SOURCE Solectron Corporation
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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: analysts, Thomas Alsborg, +1-408-956-6614 (U.S.), thomasalsborg@ca.slr.com; or media, Robert (Bob) Kula, +1-408-935-5405 (U.S.), robertkula@ca.slr.com, both of Solectron Corporation
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