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Exhibit 99.1
PRESS RELEASE
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Exhibit 99.1
CONTACT:
AT THE COMPANY: AT FINANCIAL RELATIONS BOARD:
Betsy Jordan Emily Hobin Janowsky (investors)
EVP, Chief Financial Officer (415) 986-1591
Hannah Bruce
VP, Corporate Communications
(408) 964-3500
FOR IMMEDIATE RELEASE
SANMINA AND HADCO AGREE TO MERGE IN A $1.3 BILLION TRANSACTION
TRANSACTION POSITIONS SANMINA AS THE GLOBAL LEADER IN
ELECTRONICS MANUFACTURING SERVICES
SAN JOSE, CA, (APRIL 17, 2000) - Sanmina Corporation (NASDAQ NM: SANM), a
leading electronics contract manufacturer, and Hadco Corporation (NYSE: HDC), a
major manufacturer of advanced electronic interconnect products in North
America, today announced that they have entered into a definitive merger
agreement in which each outstanding share of Hadco common stock will be
converted into 1.4 shares of Sanmina common stock. The combination furthers
Sanmina's vanguard role in the electronics manufacturing services industry,
strengthening the company's position as the global leader in advanced circuit
technology.
Based on Sanmina's closing price of $49.31 on April 14, 2000, the transaction is
valued at $69.04 per share of Hadco common stock, or approximately $1.3 billion
in the aggregate. Directors and certain executive officers of Hadco have agreed
to vote their shares in favor of the proposed transaction, which should be
completed late in the third or in the fourth quarter of Sanmina's current fiscal
year. The merger is intended to be a tax-free exchange of common shares and to
be accounted for as a pooling of interests. Sanmina will take a one-time
merger-related charge and expects the transaction to be accretive to its fiscal
2000 earnings excluding one-time charges.
Benefits of Combined Company:
- - ADDED CIRCUIT FABRICATION CAPACITY ENABLES SANMINA TO MEET INCREASING
CUSTOMER DEMANDS FOR HIGHER LAYER COUNT, HIGHER DENSITY, ADVANCED
PRINTED CIRCUIT BOARDS
- - ADVANCED CIRCUIT TECHNOLOGY CAPABILITY FURTHERS SANMINA'S LEADERSHIP IN
OPTICAL NETWORKING SECTOR
- - COMPLEMENTARY CUSTOMER SEGMENTS PROVIDE FOR SIGNIFICANT GROWTH
OPPORTUNITIES
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Sanmina Corporation
April 17, 2000/Page 2
- - ADDITION OF HIGHLY QUALIFIED MANAGEMENT AND SALES TEAMS ADVANCES
SANMINA'S GROWTH STRATEGY
- - ENHANCED ABILITY TO MEET FUTURE CUSTOMER DEMANDS FOR INNOVATIVE,
COST-EFFECTIVE TECHNOLOGY SOLUTIONS
Commenting on the merger, Jure Sola, Sanmina's Chairman and Chief Executive
Officer, said, "We are enthusiastic about our merger with Hadco, a leading
supplier of printed circuit boards in North America. Both companies provide
customers with cost-effective solutions and focus on advanced engineering design
and technology. We also share the same customer commitment to providing high-end
quality products, on-time delivery, and highly responsive customer service. The
merger with Hadco is a natural extension of our strategy to combine our printed
circuit board expertise with our other advanced manufacturing capabilities to
better serve the fast growing, high-end/low to medium volume electronics
manufacturing markets.
"We believe our merger with Hadco clearly reflects an opportunity to grow our
business by satisfying the increasing demand for leading-edge interconnect
technology. Founded as a manufacturer of high-end printed circuit boards,
Sanmina has leveraged this technology to become one of the most successful
electronics contract service companies in the world. As a result of our
end-to-end solution capabilities, customer demand for our superior circuit
technology has been very strong, requiring increased capacity.
"Importantly, the combination of our two companies enhances our ability to meet
the increasing demands by our telecommunications customers for advanced optical
networking technology. We believe this merger firmly establishes Sanmina as the
global leader in printed circuit board fabrication technology," Sola concluded.
Andrew E. Lietz, President and Chief Executive Officer of Hadco, said, "We are
very excited about this merger. Sanmina is a great company with a proven track
record in successfully meeting the demands of the rapidly growing EMS market. As
a result of the merger, we believe that Hadco's growth opportunities will
accelerate as we bring more value-added services to our clients. In addition,
the combined company will have increased leverage in material procurement and
supply chain management. We believe that the growth prospects for the combined
company are substantial and the business combination is in the best interests of
our employees, customers and shareholders."
Headquartered in Salem, New Hampshire, Hadco is the leading manufacturer in
North America of complex, multi-layer rigid printed circuit boards and
backplanes. The company has approximately 1.8 million square feet of engineering
design, printed circuit board fabrication and backplane assembly space located
in key regions throughout the U.S. and Malaysia. Hadco's customers are leading
electronic manufacturers in the communications, industrial automation, and
high-end computing industries. Clients include Sun Microsystems, Cisco, Lucent
and Nortel Networks.
The merger is subject to several conditions, including the approval of Hadco's
stockholders and the expiration of the waiting period under the federal
Hart-Scott-Rodino Antitrust Improvements Act. In the event that the Sanmina
share price falls below $40.00 per share based on the average closing stock
price over a 20 day period ending on the third trading day prior to the Hadco
stockholder meeting, the Hadco Board of Directors has the right, but not the
obligation, to terminate the definitive agreement. If this event were to occur,
Sanmina has the right to increase the exchange ratio such that each Hadco
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Sanmina Corporation
April 17, 2000/Page 3
share would be converted into Sanmina common stock having a value of $56.00. In
addition, Hadco has granted Sanmina an option to purchase 19.9 percent of the
outstanding shares of Hadco. This option is exercisable only upon certain
events.
ABOUT SANMINA CORPORATION
Sanmina Corporation is a leading electronics contract manufacturing services
company providing a full spectrum of integrated, value-added electronic
manufacturing services. Services include the manufacture of complex printed
circuit board assemblies, custom-designed backplane assemblies and
subassemblies, multi-layered printed circuit boards, custom cable and wire
harness assemblies, enclosures and the testing and assembly of electronic
subsystems and systems. The company provides these services to a diversified
base of leading OEMs in the communications, industrial and medical
instrumentation and computer sectors of the electronics industry. Sanmina common
stock trades on the NASDAQ National Market under the symbol: SANM. Information
regarding Sanmina can be found on its World Wide Web page located at
http://www.sanmina.com.
ABOUT HADCO CORPORATION
Hadco is a leading manufacturer of advanced electronic interconnects products in
North America. The company offers a wide array of sophisticated manufacturing,
engineering and systems integration services to meet its customers' electronic
interconnect needs. The company's principal products are complex, multilayer
rigid printed circuits and backplane and system assemblies. Hadco provides
customers with a range of products and services that include development design,
quick-turn prototype, pre-production, volume products and backplane and system
assemblies. Customers are a diverse group of original equipment manufacturers
and contract manufacturers in the computing (mainly workstations, servers,
mainframes, storage and notebooks), data communications/telecommunications and
industrial automation industries, including process controls, automotive,
medical and instrumentation. The company operates ten facilities in the United
States and one facility in Malaysia. Information regarding Hadco can be found on
its World Wide Web page located at http://www.hadco.com
SAFE HARBOR STATEMENT
The foregoing, including the discussion regarding the company's future prospects
contains certain forward-looking statements that involve risks and
uncertainties, including uncertainties associated with economic conditions in
the electronics industry, particularly in the principal industry sectors served
by the company, changes in customer requirements and in the volume of sales to
principal customers, the ability of the company to assimilate acquired
businesses and to achieve the anticipated benefits of such acquisitions, and
competition and technological change. The company's actual results of operations
may differ significantly from those contemplated by such forward-looking
statements as a result of these and other factors, including factors set forth
in the company's 1999 Annual Report on Form 10-K filed with the Securities
Exchange Commission on December 15, 1999 and the company's most recent quarterly
10-Q report dated January 27, 2000.
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