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 is the form of communication that was delivered by Flextronics to certain
employee works councils on June 4, 2007.
June 4, 2007
To <<insert works council>>:
Today we are announcing that Flextronics and Solectron have plans to join forces to create the
most diverse, global EMS Company. The combined company, which will operate under the name of
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
Chief Executive Officer.
The ability of this combined company to compete in an ever increasing competitive global
environment will be significantly enhanced through increased capabilities in design and vertically
integrated end-to-end supply chain services across multiple industry segments. Flextronicss
strengths in vertical integration, ODM capabilities and its existing competence in infrastructure
products combined with its market presence in mobile devices and consumer products will complement
Solectrons strengths in high-end computing, communications, networking, infrastructure and
aftermarket services and repair.
Over the next several weeks we will be meeting with you directly to discuss the consolidation.
We look forward to meeting with you and receiving your feedback on our plans.
Best regards,
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 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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