Flextronics International Ltd. Commences Tender Offer and Consent Solicitation
01 Marzo 2005 - 5:59AM
PR Newswire (US)
Flextronics International Ltd. Commences Tender Offer and Consent
Solicitation SINGAPORE, Feb. 28 /PRNewswire-FirstCall/ --
Flextronics International Ltd. (the "Company") announced today that
it has commenced a cash tender offer (the "Offer") for any and all
of its 9 3/4% Senior Subordinated Notes due 2010 (the "Notes") of
which euro 150,000,000 in aggregate principal amount is currently
outstanding, and the related solicitation of consents to eliminate
certain of the restrictive covenants with respect to such Notes
(the "Solicitation"). The Offer and the Solicitation are being made
upon the terms and subject to the conditions of the Offer to
Purchase and Solicitation of Consents, dated March 1, 2005 (the
"Offer to Purchase"), copies of which may be obtained from
Citibank, N.A, the information agent for the Offer. The scheduled
expiration date for the offer is 11:59 p.m. New York City time, on
March 28, 2005, unless extended or earlier terminated at the
Company's sole discretion (the "Expiration Time"). The Company
expects to finance the Offer from cash on hand. The consideration
offered for each euro 1,000 principal amount of Notes validly
tendered and not validly withdrawn pursuant to the Offer will be
the price (calculated as described in the Offer to Purchase) equal
to (i) the present value on the initial settlement date of euro
1,048.75 per euro 1,000 principal amount of Notes (the amount
payable on July 1, 2005, the first date on which the Notes are
redeemable at a fixed redemption price (the "Earliest Redemption
Date")) and all scheduled interest payments (other than accrued
interest) on the Notes up to but not including the Earliest
Redemption Date, discounted on the basis of a yield to the Earliest
Redemption Date equal to the sum of (a) the yield to maturity (the
"Reference Yield") on the 6 7/8% German Bund due May 12, 2005, plus
(b) 25 basis points, plus (c) accrued and unpaid interest from the
last interest payment date to, but not including, the applicable
settlement date, payable on the applicable settlement date, (the
consideration referred to in this clause (i) is referred to as the
"Total Consideration") minus (ii) euro 10.00 per euro 1,000
principal amount of Notes, which is equal to the Consent Payment
(as defined below). The Total Consideration minus the Consent
Payment is referred to as the "Tender Consideration." Holders of
Notes who validly tender, and do not validly withdraw, their Notes
in the Offer on or prior to 11:59 p.m., New York City time, on
March 14, 2005, unless extended or earlier terminated at the
Company's sole discretion (the "Consent Time") will receive the
Total Consideration (if such Notes are accepted for payment), which
includes a consent payment in an amount in cash equal to euro 10.00
for each euro 1,000 principal amount of Notes tendered on or prior
to the Consent Time (the "Consent Payment"). Holders who validly
tender, and do not validly withdraw, their Notes following the
Consent Time but on or prior to 11:59 p.m., New York City time, on
March 28, 2005, unless extended or earlier terminated at the
Company's sole discretion (the "Expiration Time") will receive the
Tender Consideration (if the Notes are accepted for payment), and
will not receive the Consent Payment. The Offer is scheduled to
expire at the Expiration Time, unless extended or earlier
terminated at the Company's sole discretion. The Solicitation, the
right to withdraw Notes tendered and the right to revoke consents
will expire at the Consent Time, unless extended or earlier
terminated at the Company's sole discretion. Holders tendering
their Notes prior to the Consent Time will be deemed to have
consented to certain proposed amendments to the indenture governing
the Notes, which will eliminate certain of the restrictive
covenants with respect to such Notes. Prior to the Consent Time,
Holders may not tender their Notes without delivering consents or
deliver consents without tendering their Notes. The Reference Yield
will be calculated by the Dealer Manager, as defined in the Offer
to Purchase, in accordance with standard market practice, as of
10:00 a.m., New York City time, on the tenth business day
immediately preceding the Expiration Time, as displayed on the
Bloomberg Government Pricing Monitor on Page "PXGB" or any
recognized quotation source selected by the Dealer Manager in its
sole discretion if the Bloomberg Government Pricing Monitor is
unavailable or is manifestly erroneous. The Offer with respect to
the Notes is subject to the satisfaction of certain conditions,
including the Company's receipt of tenders of Notes representing a
majority of the principal amount of such Notes outstanding. The
terms of the Offer are described in the Company's Offer to
Purchase. The Company has engaged Citigroup Global Markets Limited
to act as dealer manager and solicitation agent in connection with
the Offer. Questions regarding the Offer may be directed to
Citigroup Global Markets Limited, Liability Management Group at
+44-207-986-8969 (collect). Requests for documentation may be
directed to Citibank, N.A., the information agent for the Offer, at
+44-207-508-3867 or to Dexia Banque Internationale a Luxembourg,
the Luxembourg Information Agent for the Offer, at +352 4590-4214,
to the attention of the Transaction Execution Group. This
announcement is not an offer to purchase, a solicitation of an
offer to purchase or a solicitation of consent with respect to any
securities. The Offer is being made solely by the Offer to Purchase
and Solicitation of Consents, dated March 1, 2005. This Press
Release must be read in conjunction with the Offer to Purchase
which has been prepared by the Company in relation to the Offer.
This Press Release and the Offer to Purchase contain important
information which should be read carefully before any decision is
made to accept the Offer. If you are in any doubt as to the action
you should take, you are recommended to seek your own financial
advice immediately from your stockbroker, bank manager, accountant
or other independent financial adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity
if they wish to accept the Offer. Neither the delivery of this
Press Release, the Offer to Purchase or any other offering material
relating to the Offer nor any purchase of Notes shall, under any
circumstances, create any implication that the information
contained herein is current as of any time subsequent to the date
of such information or that there has been no change in the
information set out in it or in the affairs of the Company since
the date of the Offer to Purchase. About Flextronics Headquartered
in Singapore (Singapore Reg. No. 199002645H), Flextronics is the
leading Electronics Manufacturing Services (EMS) provider focused
on delivering innovative design and manufacturing services to
technology companies. With fiscal year 2004 revenues of USD$14.5
billion, Flextronics is a major global operating company that helps
customers design, build, ship, and service electronics products
through a network of facilities in 32 countries on five continents.
This global presence provides customers with complete design,
engineering, and manufacturing resources that are vertically
integrated with component capabilities to optimize their operations
by lowering their costs and reducing their time to market. For more
information, please visit http://www.flextronics.com/. Offer
Restrictions FRANCE: The Notes not being listed in France, none of
this Press Release, the Offer to Purchase, nor any other offering
material has been submitted to the clearance procedures of the
French Autorite des marches financiers (AMF). The Notes have not
been offered and will not be offered, directly or indirectly, to
the public in France and the Offer will be made in the Republic of
France only to qualified investors (investisseurs qualifies) as
defined and in accordance with Articles L.411-1 and L.411-2 of
French Code monetaire et financier and Decree n degree 98-880 dated
October 1st, 1998 relating to offers to qualified investors and
only such qualified investors, acting for their own account are
eligible to accept the Offer. Furthermore, the Offer to Purchase or
any other offering material relating to any Notes has not been and
will not be distributed or caused to be distributed other than to
those investors to whom offers of Notes may be made as described
above. BELGIUM: In Belgium, the Offer will not, directly or
indirectly, be made to, or for the account of, any person other
than to professional or institutional investors referred to in
article 3, 2 degree of the Belgian royal decree of 7 July 1999 on
the public character of financial operations (the "Public Decree"),
each acting on its own account. The Offer to Purchase has not been
and will not be submitted to nor approved by the Belgian Banking,
Finance and Insurance Commission (Commission Bancaire, Financiere
et des Assurances/Commissie voor het Bank, Financie en
Assurantiewezen) and accordingly may not be used in connection with
any offer in Belgium except as may otherwise be permitted by law.
ITALY: The Offer to Purchase and any other offering material have
not been submitted to the clearance procedures of Commissione
Nazionale per le Societa e la Borsa (CONSOB) and are not directed
to investors resident in Italy. No interests in the Notes are being
offered, sold, purchased or delivered, no consent is being
solicited and neither the Offer to Purchase nor any other offering
or publicity material relating to the Offer or the Notes may be
distributed or made available in Italy, or is or will be
distributed to holders of the Notes who are Italian residents or
who are located in Italy by the Company or the Dealer Manager or
any other person acting on its or their behalf. Accordingly,
holders of the Notes are hereby notified that, to the extent such
holders are Italian residents or are located in Italy, the Offer is
not available to them and they may not accept the Offer and, as
such, any electronic acceptance instruction or any other acceptance
instruction in whatever form received from such persons shall be
ineffective and void. UNITED KINGDOM: This Press Release, the Offer
to Purchase and any other offering material is directed only at
persons who (i) are outside the United Kingdom or (ii) have
professional experience in matters relating to investments or (iii)
are persons falling within Article 49(2)(a) to (d) ("high net worth
companies, unincorporated associations etc") of The Financial
Services and Markets Act 2000 (Financial Promotion) Order 2001 (all
such persons together being referred to as "relevant persons").
This Press Release, the Offer to Purchase and any other offering
material must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which
this communication relates is available only to relevant persons
and will be engaged in only with relevant persons. DATASOURCE:
Flextronics International Ltd. CONTACT: Thomas J. Smach, Chief
Financial Officer, +1-408-576-7722, or , or Renee Brotherton,
Senior Director of Corporate Marketing, +1-408-576-7189, or , both
of Flextronics International Ltd. Web site:
http://www.flextronics.com/
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