Flextronics International Ltd. Commences Tender Offer and Consent Solicitation SINGAPORE, Feb. 28 /PRNewswire-FirstCall/ -- Flextronics International Ltd. (the "Company") announced today that it has commenced a cash tender offer (the "Offer") for any and all of its 9 3/4% Senior Subordinated Notes due 2010 (the "Notes") of which euro 150,000,000 in aggregate principal amount is currently outstanding, and the related solicitation of consents to eliminate certain of the restrictive covenants with respect to such Notes (the "Solicitation"). The Offer and the Solicitation are being made upon the terms and subject to the conditions of the Offer to Purchase and Solicitation of Consents, dated March 1, 2005 (the "Offer to Purchase"), copies of which may be obtained from Citibank, N.A, the information agent for the Offer. The scheduled expiration date for the offer is 11:59 p.m. New York City time, on March 28, 2005, unless extended or earlier terminated at the Company's sole discretion (the "Expiration Time"). The Company expects to finance the Offer from cash on hand. The consideration offered for each euro 1,000 principal amount of Notes validly tendered and not validly withdrawn pursuant to the Offer will be the price (calculated as described in the Offer to Purchase) equal to (i) the present value on the initial settlement date of euro 1,048.75 per euro 1,000 principal amount of Notes (the amount payable on July 1, 2005, the first date on which the Notes are redeemable at a fixed redemption price (the "Earliest Redemption Date")) and all scheduled interest payments (other than accrued interest) on the Notes up to but not including the Earliest Redemption Date, discounted on the basis of a yield to the Earliest Redemption Date equal to the sum of (a) the yield to maturity (the "Reference Yield") on the 6 7/8% German Bund due May 12, 2005, plus (b) 25 basis points, plus (c) accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date, payable on the applicable settlement date, (the consideration referred to in this clause (i) is referred to as the "Total Consideration") minus (ii) euro 10.00 per euro 1,000 principal amount of Notes, which is equal to the Consent Payment (as defined below). The Total Consideration minus the Consent Payment is referred to as the "Tender Consideration." Holders of Notes who validly tender, and do not validly withdraw, their Notes in the Offer on or prior to 11:59 p.m., New York City time, on March 14, 2005, unless extended or earlier terminated at the Company's sole discretion (the "Consent Time") will receive the Total Consideration (if such Notes are accepted for payment), which includes a consent payment in an amount in cash equal to euro 10.00 for each euro 1,000 principal amount of Notes tendered on or prior to the Consent Time (the "Consent Payment"). Holders who validly tender, and do not validly withdraw, their Notes following the Consent Time but on or prior to 11:59 p.m., New York City time, on March 28, 2005, unless extended or earlier terminated at the Company's sole discretion (the "Expiration Time") will receive the Tender Consideration (if the Notes are accepted for payment), and will not receive the Consent Payment. The Offer is scheduled to expire at the Expiration Time, unless extended or earlier terminated at the Company's sole discretion. The Solicitation, the right to withdraw Notes tendered and the right to revoke consents will expire at the Consent Time, unless extended or earlier terminated at the Company's sole discretion. Holders tendering their Notes prior to the Consent Time will be deemed to have consented to certain proposed amendments to the indenture governing the Notes, which will eliminate certain of the restrictive covenants with respect to such Notes. Prior to the Consent Time, Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. The Reference Yield will be calculated by the Dealer Manager, as defined in the Offer to Purchase, in accordance with standard market practice, as of 10:00 a.m., New York City time, on the tenth business day immediately preceding the Expiration Time, as displayed on the Bloomberg Government Pricing Monitor on Page "PXGB" or any recognized quotation source selected by the Dealer Manager in its sole discretion if the Bloomberg Government Pricing Monitor is unavailable or is manifestly erroneous. The Offer with respect to the Notes is subject to the satisfaction of certain conditions, including the Company's receipt of tenders of Notes representing a majority of the principal amount of such Notes outstanding. The terms of the Offer are described in the Company's Offer to Purchase. The Company has engaged Citigroup Global Markets Limited to act as dealer manager and solicitation agent in connection with the Offer. 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 Information Agent for the Offer, at +352 4590-4214, to the attention of the Transaction Execution Group. 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 n degree 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, 2 degree 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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