AUSTIN,
Texas, Dec. 18, 2023 /PRNewswire/ -- Flex
(NASDAQ: FLEX) today announced that it has declared December 29, 2023 as the record date for its
previously announced spin-off of all of its remaining interest in
Nextracker Inc. ("Nextracker") to Flex shareholders on a pro rata
basis and January 2, 2024 as the
distribution date for the spin-off.
The spin-off will be effected pursuant to a distribution of
shares of the common stock of Yuma Inc., a wholly-owned subsidiary
of Flex ("Yuma"), to the holders of Flex ordinary shares, with each
Flex shareholder as of the record date receiving one share of Yuma
common stock for each Flex ordinary share held. Immediately
following the distribution, Yuma will merge with and into a
wholly-owned subsidiary of Nextracker. As consideration in the
merger, Flex shareholders are expected to receive approximately
0.17 shares of Nextracker Class A common stock for every share of
Yuma common stock held as of immediately prior to the merger. Flex
shareholders will receive cash in lieu of fractional shares. Flex
expects both the distribution and the merger to be completed on
January 2, 2024.
Earlier today, Flex obtained the approval of the High Court of
Singapore necessary to complete
the distribution of Yuma common stock to Flex shareholders under
applicable Singapore law.
As previously disclosed, Flex shareholders have approved the
distribution of Yuma common stock at an extraordinary general
meeting of Flex shareholders held on November 20, 2023. Accordingly, no further
action is required by Flex shareholders in order to approve the
distribution or receive shares of Nextracker Class A common
stock.
The distribution and the merger will be effected pursuant to
that certain Agreement and Plan of Merger (the "Merger Agreement"),
entered into by Flex and Nextracker on February 7, 2023, and disclosed in connection
with Nextracker's previously completed initial public offering. The
dates set forth above may be delayed subject to satisfaction or
waiver of the conditions set forth in the Merger
Agreement.
Flex shareholders are urged to consult their financial and tax
advisors regarding the particular consequences of the distribution
and merger in their situation, including the applicability and
effect of any U.S. federal, state, local and non-U.S. tax laws.
Information regarding the distribution and merger can be found
in the Registration Statement on Form S-4 filed by Nextracker with
the Securities and Exchange Commission ("SEC") on October 25, 2023 and declared effective on
October 27, 2023, and in other
documents that Flex and Nextracker file with the SEC.
Advisors
J.P. Morgan Securities LLC is serving as Flex's financial
advisor and Sidley Austin LLP is serving as Flex's legal advisor in
connection with the spin-off.
About Flex
Flex (Reg. No. 199002645H) is the manufacturing partner of
choice that helps a diverse customer base design and build products
that improve the world. Through the collective strength of a global
workforce across 30 countries and responsible, sustainable
operations, Flex delivers technology innovation, supply chain, and
manufacturing solutions to diverse industries and end markets.
Contacts
Investors & Analysts
David Rubin
Vice President, Investor Relations
(408) 577-4632
David.Rubin@flex.com
Media & Press
Yvette Lorenz
Director, Corporate PR and Executive Communications
(415) 225-7315
Yvette.Lorenz@flex.com
Forward-Looking Statements
This communication contains certain statements about Flex and
Nextracker that are forward-looking statements. Forward-looking
statements are based on current expectations and assumptions
regarding Flex's and Nextracker's respective businesses, the
economy and other future conditions. In addition, the
forward-looking statements contained in this communication may
include statements about the expected effects on Flex and
Nextracker of the proposed business combination and related
transactions (the "Transactions") involving Flex and Nextracker,
the anticipated timing and benefits of the Transactions, Flex's and
Nextracker's respective anticipated financial results, and all
other statements in this communication that are not historical
facts. Because forward-looking statements relate to the future, by
their nature, they are subject to inherent uncertainties, risks and
changes in circumstances that are difficult to predict and are
detailed more fully in Flex's and Nextracker's respective periodic
reports filed from time to time with the SEC, the Registration
Statement referred to above, and other documents filed by Flex or
Nextracker, as applicable, with the SEC. Such uncertainties, risks
and changes in circumstances could cause actual results to differ
materially from those expressed or implied in such forward-looking
statements. Forward-looking statements included herein are made as
of the date hereof, and neither Flex nor Nextracker undertakes any
obligation to update publicly such statements to reflect subsequent
events or circumstances, except to the extent required by
applicable securities laws. Investors should not put undue reliance
on forward-looking statements.
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SOURCE Flex