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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 26, 2000
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SOLECTRON CORPORATION
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(Exact name of registrant as specified in charter)
DELAWARE 1-11098 94-2447045
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
777 GIBRALTAR DRIVE, MILPITAS, CALIFORNIA 95035
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 957-8500
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NOT APPLICABLE
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(Former name or former address, if changed since last report.)
ITEM 2. Acquisition or Disposition of Assets
On December 15, 2000, the Registrant issued a press release regarding the
declaration that all the conditions of its cash offers to purchase the
outstanding shares and bonds of NatSteel Electronics had been fulfilled or
waived. Shares tendered by December 15, 2000 were purchased on December 26,
2000. Shares tendered between December 15, 2000 and December 25, 2000 will be
purchased on January 4, 2001. In addition, on December 21, 2000, the Registrant
issued a press release regarding its having received regulatory approval from
the European Union to acquire Natsteel Electronics, and its having received
share acceptance totaling 72.1 percent of the issued and fully paid-up capital
of Natsteel Electronics. The December 15, 2000 and December 21, 2000 press
releases in their entireties follow:
For Immediate Release
<TABLE>
<CAPTION>
Media Contact: Analysts Contacts:
<S> <C> <C>
Kevin Whalen Karen Wong Thomas Alsborg
Solectron Corporation Merrill Lynch Solectron Corporation
+1 (408) 956 6854 (U.S.) +(65) 330 7888 (Asia) +1 (408) 956 6614 (U.S.)
[email protected] [email protected] [email protected]
</TABLE>
Solectron Declares Unconditional Its Cash Offers to Acquire All Shares and Bonds
of NatSteel Electronics
- Company Will Become Controlling Shareholder of NatSteel Electronics -
For Immediate Release: Dec. 15, 2000
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SINGAPORE -- Solectron Corporation (NYSE: SLR), the world's leading provider of
electronics manufacturing and supply-chain services, said today that all the
conditions of its cash offers to purchase the outstanding shares and bonds of
NatSteel Electronics Ltd. (SGX-ST: NELC SP) have been fulfilled or waived. As a
result, Solectron will become the controlling shareholder of NatSteel
Electronics, the world's sixth-largest electronics manufacturing service
provider.
As of today, Solectron has received acceptances totaling 50.3 percent of
NatSteel Electronics' fully diluted share capital, which is equivalent to 60.7
percent of NatSteel Electronics' issued and fully paid-up share capital.
Solectron said it is extending the closing date for the share and bond offers
until 3:30 p.m. Singapore time Jan. 5, 2001, to allow shareholders and
bondholders to tender. Shareholders and bondholders who wish to accept the
relevant offers should complete the acceptance procedures set out in Solectron's
offer document dated Nov. 28, 2000. NatSteel Electronics dispatched its circular
to shareholders and bondholders containing the recommendations of its directors
to accept the offers on Dec. 11, 2000. Copies of the offer document and the
circular are available at the website of the Singapore Stock Exchange at
www.ses.com.sg.
NatSteel Ltd., which was the single largest shareholder in NatSteel Electronics,
tendered its 27 percent fully diluted stake after receiving shareholder approval
Dec. 2, 2000, at an extraordinary general meeting. Temasek Capital and three
NatSteel Electronics key executives - Chester Lin Chien, chief executive
officer; Cliff Chu Hiu Tung, chief operating officer; and Chay Yee Meng, chief
financial officer - also tendered their shares pursuant to irrevocable
undertakings given to Solectron. Temasek Capital, which holds all outstanding
zero-coupon bonds issued by NatSteel Electronics, will convert those bonds into
shares and tender them into the share offer in the coming days.
Solectron's share offer is fixed at US$4.53 cash per share, which represents a
premium of 73 percent to the share price on the last trading day before
announcement of the offer and a premium of 2 percent to today's closing share
price based on an exchange rate of S$1.737:US$1.00. Shareholders can choose to
receive their consideration in U.S. dollars or Singapore dollars. Shareholders
who properly tendered on or prior to today will be paid six business days after
today. Those who tender later will be paid depending on the 10-calendar day
period during which they tender as described more fully in the offer document
sent to shareholders Nov. 28, 2000.
Solectron's bond offer is fixed at US$1,081.25 in cash for each US$1,000
denomination bond, which represents a premium of 9 percent to the average
closing BID and ASK bond price as indicated on Bloomberg, MLCB, on the last
trading day before announcement of the offer and a premium of 1 percent to
today's average closing BID and ASK bond price. Bondholders who tendered their
bonds on or prior to today will receive remittances promptly, and in any event
within 21 days after today. Those who tender after today will receive
remittances within 21 days after their valid acceptances are received.
About NatSteel Electronics
NatSteel Electronics provides global contract manufacturing services for
original equipment manufacturers (OEMs) in the electronics industry. The company
manufactures printed circuit board (PCB) assemblies, and provides box-building
capabilities and pre- and post-manufacturing services such as design,
prototyping, testing and logistics. The company has about 12,000 employees and
more than 2.3 million square feet of manufacturing capacity in 11 sites
worldwide. In the fiscal year ended December 31, 1999, the company had sales of
S$3.2 billion.
About Solectron
Solectron (www.solectron.com), the world's leading supply-chain facilitator,
provides a full range of 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.
The company, based in Milpitas, Calif., and founded in 1977, employs more than
66,000 people in 58 locations worldwide. In the fiscal year ended August 31,
2000, the company generated sales of US$14.1 billion. Solectron was the first
two-time winner of the Malcolm Baldrige National Quality Award for
manufacturing.
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<TABLE>
<CAPTION>
Media Contact: Analysts Contacts:
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Birgit Fink-Jensen Karen Wong Thomas Alsborg
Solectron Corporation Merrill Lynch Solectron Corporation
+1 (408) 956 6995 (U.S.) +(65) 330 7888 (Asia) +1 (408) 956 6614 (U.S.)
[email protected] [email protected] [email protected]
</TABLE>
Solectron Receives Regulatory Approval
From European Union To Acquire NatSteel Electronics
- 72 Percent of Outstanding Shares Tendered to Date -
For Immediate Release: Dec. 21, 2000
SINGAPORE -- Solectron Corporation (NYSE: SLR), the world's leading provider of
electronics manufacturing and supply-chain services, said today that it has
received regulatory approval from the European Union to acquire NatSteel
Electronics. This is another significant milestone in the proposed acquisition
of NatSteel Electronics, the world's sixth-largest electronics manufacturing
service provider. Solectron previously declared its share and bond offers for
NatSteel Electronics unconditional on Dec. 15 after expiration of the US
Hart-Scott-Rodino waiting period on Dec. 2.
As of today, Solectron has received share acceptances totaling 72.1 percent of
the issued and fully paid-up capital of NatSteel Electronics or 59.8 percent of
the fully diluted share capital of NatSteel Electronics. In addition, Solectron
has received bond acceptances totaling 63.2 percent of the outstanding principal
amount of bonds.
As previously announced, the share and bond offers are currently scheduled to
close at 3:30 p.m. Singapore time Jan. 5, 2001, to allow shareholders and
bondholders additional time to tender. Shareholders and bondholders who wish to
accept the relevant offers should complete the acceptance procedures set out in
Solectron's offer document dated Nov. 28, 2000. NatSteel Electronics dispatched
its circular to shareholders and bondholders containing the recommendations of
its directors to accept the offers on Dec. 11, 2000. Copies of the offer
document and the circular are available at the web site of the Singapore Stock
Exchange at www.ses.com.sg.
About NatSteel Electronics
NatSteel Electronics provides global contract manufacturing services for
original equipment manufacturers (OEMs) in the electronics industry. The company
manufactures printed circuit board (PCB) assemblies, and provides box-building
capabilities and pre- and post-manufacturing services such as design,
prototyping, testing and logistics. The company has about 12,000 employees and
more than 2.3 million square feet of manufacturing capacity in 11 sites
worldwide. In the fiscal year ended Dec. 31, 1999, the company had sales of
S$3.2 billion.
About Solectron
Solectron (www.solectron.com), the world's leading supply-chain facilitator,
provides a full range of 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.
The company, based in Milpitas, Calif., and founded in 1977, employs more than
71,000 people in 60 locations worldwide. Net sales for the first three months of
the fiscal year 2001 ended Dec. 1, 2000, was US$5.7 billion. Solectron was the
first two-time winner of the Malcolm Baldrige National Quality Award for
manufacturing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOLECTRON CORPORATION
(Registrant)
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Date: January 3, 2001
/s/ Susan S. Wang
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Susan S. Wang
Senior Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
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