Solectron - Flextronics

Solectron (SLR)
Flextronics (FLEX)
$3.6B Cash or Stock

Merger creates leading global electronic mfg company

$3.89 per SLR share or 0.3450 shares of FLEX; $3.6B total
FLEXstock chart

SLRstock chart

Announced 6.04.07

Financial

SLR : Goldman Sachs
FLEX : Citigroup

Legal

SLR : Wilson Sonsini Goodrich & Rosati
FLEX : Curtis Mallet-Prevost Colt & Mosle

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I The Merger

1.1 The Merger
1.2 Effective Time; Closing
1.3 Effect of the First Step Merger
1.4 Certificate of Incorporation and Bylaws
1.5 Directors and Officers
1.6 Effect on Capital Stock
1.7 Allocation of the Merger Consideration
1.8 Surrender of Certificates; Election of Merger
Consideration
1.9 No Further Ownership Rights in Company Common
Stock
1.10 Lost, Stolen or Destroyed Certificates
1.11 Alternative Structure
1.12 Further Action

Article II Company Reps

2.1 Organization; Standing and Power; Charter
Documents; Subsidiaries
2.2 Capital Structure
2.3 Authority; No Conflict; Necessary Consents
2.4 Sec Filings; Financial Statements; Internal Controls
2.5 Absence of Certain Changes or Events
2.6 Taxes
2.7 Properties
2.8 Intellectual Property
2.9 Governmental Authorizations
2.10 Litigation
2.11 Compliance with Law
2.12 Environmental Matters
2.13 Employee Benefit Plans and Compensation
2.14 Contracts
2.15 Insurance
2.16 Foreign Corrupt Practices Act
2.17 Transactions with Affiliates
2.18 Takeover Statutes and Rights Plans
2.19 Information in Registration Statement and Joint
Proxy Statement/Prospectus
2.20 Fairness Opinion
2.21 Brokers and Finders Fees

Article III Parent And Merger Sub Reps

3.1 Organization; Standing and Power; Charter
Documents; Subsidiaries
3.2 Capital Structure
3.3 Authority; No Conflict; Necessary Consents
3.4 Sec Filings; Financial Statements
3.5 Absence of Certain Changes or Events
3.6 Taxes
3.7 Title to Property and Assets
3.8 Intellectual Property
3.9 Governmental Authorizations
3.10 Litigation
3.11 Compliance with Law
3.12 Environmental Matters
3.13 Employee Benefit Plans and Compensation
3.14 Contracts
3.15 Interim Operations of Merger Sub
3.16 Insurance
3.17 Foreign Corrupt Practices Act
3.18 Information in Registration Statement and Joint
Proxy Statement/prospectus
3.19 Brokers and Finders Fees
3.20 Financing; Sufficient Funds

Article IV Conduct By The Parties Prior To The Effective
Time

4.1 Conduct of Business By the Company
4.2 Conduct of Business By Parent

Article V Additional Agreements

5.1 Joint Proxy Statement/prospectus; Registration
Statement
5.2 Meetings of Stockholders; Board Recommendations
5.3 Company Acquisition Proposals
5.4 Confidentiality; Access to Information; No Modification
of Representations, Warranties or Covenants
5.5 Public Disclosure
5.6 Regulatory Filings; Reasonable Best Efforts
5.7 Notification of Certain Matters
5.8 Third-party Consents
5.9 Equity Awards and Employee Matters
5.10 Indemnification
5.11 Section 16 Matters
5.12 Certain Tax Matters
5.13 145 Affiliates
5.14 Treatment of Exchangeable Shares
5.15 Canadian Securities Laws
5.16 Company Board Designees
5.17 Stockholder Litigation
5.18 Control of the Companys or Parents Operations
5.19 NASDAQ Notification
5.20 Credit Agreement

Article VI Conditions To The Merger

6.1 Each Party
6.2 Parent and Merger Sub
6.3 Company

Article VII Termination, Amendment And Waiver

7.1 Termination
7.2 Notice of Termination; Effect of Termination
7.3 Fees and Expenses
7.4 Amendment
7.5 Extension; Waiver

Article VIII General Provisions

8.1 Non-survival of Representations and Warranties
8.2 Notices
8.3 Interpretation; Certain Definitions
8.4 Counterparts
8.5 Entire Agreement; Third-party Beneficiaries
8.6 Severability
8.7 Other Remedies; Specific Performance
8.8 Governing Law
8.9 Submission to Jurisdiction
8.10 Rules of Construction
8.11 Assignment
8.12 Waiver of Jury Trial

Deal Protection

No shop covenant

Merger agreement 5.3

Break-up fee

$100mm, plus out-of-pocket expenses
Agreement 7.3

Regulatory Approvals

HSR Act

Merger agreement 5.6

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