Flextronics International Ltd. Announces Pricing and Results to Date for Tender Offer and Consent Solicitation for its 9-3/4% Se
15 Marzo 2005 - 3:51PM
PR Newswire (US)
Flextronics International Ltd. Announces Pricing and Results to
Date for Tender Offer and Consent Solicitation for its 9-3/4%
Senior Subordinated Notes Due 2010 Company Receives Necessary
Consents to Amend Indenture SINGAPORE, March 15
/PRNewswire-FirstCall/ -- Flextronics International Ltd. (the
"Company") announced today the tender consideration with respect to
its cash tender offer (the "Offer") for any and all of its 9-3/4%
Senior Subordinated Notes due 2010 (the "Notes"), and the related
solicitation of consents to eliminate certain of the restrictive
covenants with respect to such Notes. The Tender Consideration (as
defined in the Offer to Purchase) is equal to euro 1,059.62 per
euro 1,000 principal amount of Notes, as determined by the Dealer
Manager on the basis of the mid-market price of the 6.875% German
Bund due May 12, 2005 as of 10:00 a.m., New York City time, on
March 14, 2005, plus Accrued Interest on the Notes to (but
excluding) the Early Payment Date, and otherwise in accordance with
the terms set forth in the Offer to Purchase and Solicitation of
Consents dated March 1, 2005 (the "Offer to Purchase"). Holders of
Notes who have validly tendered (and not validly withdrawn) their
Notes prior to 11:59 pm New York City time on March 14, 2005 will
also receive a consent payment of euro 10.00 per euro 1,000
principal amount of Notes (the "Consent Payment"). Holders who
tender Notes after that date will receive the euro 1,059.62 Tender
Consideration per euro 1,000 principal amount of Notes, plus
Accrued Interest on the Notes to (but excluding) the Final Payment
Date, and will not receive the euro 10.00 Consent Payment.
Approximately euro 141.43 Million principal amount of Notes have
been tendered to date and the tendering holders have consented to
an amendment to the indenture governing the Notes that will
eliminate certain of the restrictive covenants contained in the
indenture. The amount tendered represents a sufficient number of
consents to approve this amendment. The Offer will expire at 11:59
p.m., New York City time, on March 28, 2005 (the "Expiration
Time"), unless extended. Holders who validly tender their Notes
after the Consent Time but on or before the Expiration Time will
receive the Tender Consideration (but not the Consent Payment)
promptly following the Expiration Time (the "Final Payment Date").
Citigroup Global Markets Limited is the Dealer Manager and
solicitation agent for the Offer and the Solicitation. 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 Listing Agent
for the Offer at +352 4590-4214. 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 number 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, number 2 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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