e425
Filed by Flextronics International Ltd. pursuant to Rule 425
Under the Securities Act of 1933 and deemed filed pursuant to
Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Company: Solectron Corp.
Commission File No. of Subject Company: 001-11098
The following communication was delivered to Flextronicss suppliers on June 4, 2007.
Dear Valued Supplier,
We are incredibly excited to inform you that Flextronics and Solectron have agreed to join forces
to create the most diversified global EMS company in the industry. The combined company, which will
operate under the name Flextronics, will have operations in 35 countries, with approximately
200,000 employees worldwide and annual revenues in excess of US$30 billion. Mike McNamara will
continue to lead Flextronics as CEO.
By joining forces with Solectron, Flextronics expects the increased scale to further extend its
market segment reach, realize significant cost savings, and better serve the needs of its combined
customers, employees and shareholders. The continued support of our business partners, including
our global suppliers, remains extremely important as Flextronics and Solectron unite to offer
customers increased capabilities in design and vertically integrated end-to-end supply chain
services across multiple industry segments. Our combined resources and skill sets will allow us to
leverage greater global economies-of-scale in design, engineering, ODM, procurement, manufacturing,
logistics and repair services. We will continue to look to our supplier base to help us achieve
industry-leading results for our customers.
Between now and closing, which is expected to occur toward the end of calendar 2007, our team will
be working diligently to answer any questions you may have regarding todays news. Where possible,
we will provide you with more information regarding the strategy of the combined organization. We
want to emphasize that we believe this consolidation will prove to be an incredibly positive event
for our customers and our business partners.
We will keep you abreast of further developments as they occur. In the interim, it is important to
keep focused on current business activities to ensure we continue to partner toward exceeding the
expectations of our customers.
A member of our Global Procurement organization will be contacting you directly to provide
additional information and answer any questions you may have. We are extremely excited about this
look forward to the many successes ahead for the combined organizations of Flextronics and
Solectron.
Best regards,
Peter Ho
Chief Procurement Officer
Flextronics
Safe Harbor Statement
This communication contains forward-looking statements within the meaning of federal
securities laws relating to both Flextronics and Solectron. These forward-looking statements may
include statements related to the expected timing for closing of the acquisition of Solectron by
Flextronics, the expected synergies and benefits to the combined company and its customers from the
acquisition, the impact of the acquisition on Flextronicss earnings per share, the ability of
Flextronics to successfully integrate the businesses of the combined company, projected revenue and
earnings and related growth and other statements regarding the anticipated future performance of
the combined company and the industry in which it operates. These forward-looking statements are
based on current assumptions and expectations and involve risks and uncertainties that could cause
actual results to differ materially from those anticipated by the forward-looking statements.
These risks include the possibility that the acquisition may not be completed as planned or at all,
difficulties or delays in obtaining regulatory or shareholder approvals for the proposed
transaction, the possibility that the revenues, cost savings, growth prospects and any other
synergies expected from the proposed transaction may not be fully realized or may take longer to
realize than expected, that growth in the EMS business may not occur as expected or at all, the
dependence of the combined company on industries that continually produce technologically advanced
products with short life cycles, the ability of the combined company to respond to changes and
fluctuations in demand for customers products and the short-term nature of customers commitments,
and the other risks affecting Flextronics, Solectron and the combined company as described in the
section entitled Risk Factors in the joint proxy statement/prospectus to be provided to
Flextronicss and Solectrons shareholders as well as those described under Risk Factors and
Managements Discussion and Analysis of Financial Condition and Results of Operations in their
quarterly and annual reports and other filings made by Flextronics and by Solectron with the U.S.
Securities and Exchange Commission. The forward-looking statements in
this communication are based
on current expectations and neither Flextronics nor Solectron assumes any obligation to update
these forward-looking statements, except as required by law. Investors are cautioned not to place
undue reliance on these forward-looking statements.
Additional Information and Where to Find it:
In connection with the Merger, Flextronics intends to file with the Securities and Exchange
Commission (SEC) a Registration Statement on Form S-4 that will contain a Joint Proxy
Statement/Prospectus. Investors and security holders are urged to read the Registration Statement
and the Joint Proxy Statement/Prospectus carefully when they become available because they will
contain important information about Flextronics, Solectron and the proposed merger. The Joint
Proxy Statement/Prospectus and other relevant materials (when they become available), and any other
documents filed with the SEC, may be obtained free of charge at the SECs web site www.sec.gov. In
addition, investors and security holders may obtain a free copy of other documents filed by
Flextronics or Solectron by directing a written request, as appropriate, to Solectron at 847
Gibraltar Drive, Milpitas, CA 95035, Attention: Investor Relations, or to Flextronicss U.S.
offices at 2090 Fortune Drive, San Jose, CA 95131, Attention: Investor Relations. Investors and
security holders are urged to read the Joint Proxy Statement/Prospectus and the other relevant
materials when they become available before making any voting or investment decision with respect
to the proposed merger.
This communication shall not constitute an offer to sell or the solicitation of an offer to
sell or the solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting the requirements of Section 10 of
the Securities Act of 1933, as amended.
Participants in the Solicitation:
Flextronics, Solectron and their respective directors and executive officers may be deemed to
be participants in the solicitation of proxies in connection with the proposed merger. Information
regarding the interests of these directors and executive officers in the proposed transaction will
be included in the Joint Proxy Statement/Prospectus referred to above. Additional information
regarding the directors and executive officers of Flextronics is also included in Flextronicss
proxy statement (Form DEF 14A) for the 2006 annual general meeting of Flextronics
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shareholders, which was filed with the SEC on July 31, 2006. This document is available free
of charge at the SECs website (www.sec.gov) and by contacting Flextronics Investor Relations at
Flextronicsinvestorrelations@flextronics.com. Additional information regarding the directors and
executive officers of Solectron is also included in Solectrons proxy statement (Form DEF 14A) for
the 2007 annual stockholders meeting of Solectron, which was filed with the SEC on December 4,
2006. This document is available free of charge at the SECs website (www.sec.gov) and by
contacting Solectron at 847 Gibraltar Drive, Milpitas, CA 95035, Attention: Investor Relations.
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