1
FILED PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933, AS AMENDED
FILING COMPANY: SOLECTRON CORPORATION
SUBJECT COMPANY: CENTENNIAL TECHNOLOGIES, INC.
Analysts Contacts: Media Contacts:
- ----------------- --------------
Thomas Alsborg Robert (Bob) Kula
Solectron Corporation Solectron Corporation
+1 (408) 956-6614 (U.S.) +1 (408) 935-5405 (U.S.)
thomasalsborg@ca.slr.com robertkula@ca.slr.com
Richard J. Pulsifer Karen Schwartzman
Centennial Technologies, Inc. Polaris Public Relations
+1 (978) 805-2323 (U.S.) +1 (617) 437-9990 (U.S.)
rpulsifer@cent-tech.com kschwartzman@polarispr.net
SOLECTRON ENTERS INTO DEFINITIVE AGREEMENT TO
ACQUIRE CENTENNIAL TECHNOLOGIES, INC.
- CENTENNIAL'S DESIGN, MANUFACTURING AND MARKETING CAPABILITIES
FOR PC CARD BASED PRODUCTS TO STRENGTHEN
SOLECTRON'S TECHNOLOGY SOLUTIONS BUSINESS UNIT -
For Immediate Release: Jan. 23, 2001
MILPITAS, Calif., and WILMINGTON, Mass. -- Solectron Corporation (NYSE: SLR),
the world's leading provider of electronics manufacturing and supply-chain
management services, and Centennial Technologies, Inc. (NASDAQ: CENL) said today
they have entered into a definitive merger agreement for Solectron to acquire
Centennial. As a result of the transaction, Solectron will acquire all of
Centennial's design, manufacturing and marketing capabilities, which include
memory module and memory card solutions based on SRAM and flash technologies for
OEMs and end users in multiple markets such as telecommunications, data
communications, mobile computing and medical markets. Centennial will operate
under Solectron's Technology Solutions Business Unit, which currently includes
SMART Modular Technologies, Inc. and Force Computers, Inc.
Under the terms of the agreement, Solectron will issue or reserve for issuance
upon the exercise of assumed stock options approximately 2.96 million shares of
Solectron
- more -
2
- 2 -
common stock in exchange for all of Centennial's fully diluted equity, including
all outstanding Centennial stock options to be assumed by Solectron in
connection with the transaction. Based upon the average closing price of
Solectron common stock last week, net of the proceeds from the exercise of stock
options, the net purchase price of the transaction will be approximately US$108
million. Using Centennial's current capitalization and assuming conversion of
Centennial's outstanding convertible preferred stock, the exchange ratio for the
transaction is expected to be approximately 0.536 shares of Solectron common
stock for each share of Centennial common stock. The transaction will be
accounted for as a purchase and is expected to close during the second quarter
of calendar year 2001. The completion of the transaction is subject to
governmental approvals, including antitrust clearance, approval of the
transaction by Centennial's stockholders and other customary closing conditions.
"We are excited by the opportunity to strengthen our flash memory module and PC
card businesses," said Ajay Shah, president and CEO of the Technology Solutions
Business Unit. "Centennial's expertise in these areas will enhance our current
technology capabilities and expand our presence in United States, Canada and the
United Kingdom. Furthermore, this acquisition extends our Technology Solutions
Business Unit customer base in the linear flash market and provides us with new
opportunities to promote our ATA product line."
"We believe this transaction is good not only for our stockholders, but also
for our customers and employees," said L. Michael Hone, president and CEO of
Centennial. "This agreement with Solectron gives our customers access to
Solectron's substantial financial
- more -
3
- 3 -
resources, global reach and technological capabilities. At the same time, this
transaction recognizes and leverages the significant value and expertise our
employees bring to the engineering and manufacture of custom PC cards."
Solectron will assume responsibility for Centennial's manufacturing facility and
corporate headquarters in Wilmington, Mass., and all of Centennial's sales and
service offices in the United States and United Kingdom. Solectron expects to
offer employment to the more than 140 manufacturing, sales, engineering and
related support associates currently employed by Centennial.
SAFE HARBOR
This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, based on current expectations,
forecasts and assumptions that involve risks and uncertainties that could cause
actual outcomes and results to differ materially. In particular, while the
companies have executed a definitive merger agreement, there is no assurance
that the parties will complete the transaction. In the event that the companies
do not receive the necessary government or shareholder approvals or fail to
satisfy conditions for closing, the transaction will terminate. Additional risks
and uncertainties include conditions in the financial markets relevant to the
proposed merger, the failure to achieve expected synergy and efficiencies of
operations, discontinuity of component supply or availability, risk of price
fluctuation, loss of major customers, fluctuations in operating results, changes
in technology, competition, the ability to manage rapid growth, the ability to
manage business integration, risks associated with international sales and
operations, environmental regulations, market risk, segment risk, the ability to
retain key personnel and intellectual property rights enforcement. For a further
list and description of risks and uncertainties, see the reports filed by
Solectron with the Securities and Exchange Commission, specifically Solectron's
forms 8-K, 10-Q, S-3 and 10-K, and by Centennial under the heading "Factors that
May Affect Future Results" contained in Centennial's
- more -
4
- 4 -
filings with the SEC. Each of Solectron and Centennial disclaims any intention
or obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
ABOUT SOLECTRON CORPORATION
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.
SMART Modular Technologies, Inc. is a wholly owned operating company within the
Technology Solutions Business Unit of Solectron. SMART, a leading independent
manufacturer of memory and I/O products, offers more than 500 products to
leading OEMs in the computer, networking and telecommunications industries. The
memory product line includes specialty and standard DRAM, Flash memory and SRAM
modules and Flash memory cards. The I/O product line includes standard and
custom wireless and wireline communications devices and modular I/O sub-systems
for client-side and central office applications. SMART operates several
specialized manufacturing and design facilities and has access to the worldwide
manufacturing operations of Solectron Corporation. More information on SMART can
be obtained on the Internet at www.smartmodulartech.com.
ABOUT CENTENNIAL TECHNOLOGIES, INC.
Centennial Technologies, Inc. provides custom and industry standard PC
Cards for original equipment manufacturers, and is a global leader in the
integration of patented and
- more -
5
- 5 -
proprietary technology into application-specific cards for commercial,
industrial and military markets. Centennial's headquarters and ISO 9001
certified engineering and manufacturing facility are located in Wilmington,
Mass., just north of Boston, with sales and services offices in California,
Florida, New York, North Carolina, Indiana, Pennsylvania and Texas. Centennial's
international sales and service operations are headquartered in the United
Kingdom. More information about Centennial is available at www.cent-tech.com.
ADDITIONAL INFORMATION
Solectron intends to file a registration statement on Form S-4 and Centennial
intends to mail a proxy statement/prospectus to its stockholders in connection
with the transaction, each of which will contain information about the
transaction. Investors and security holders are urged to read the registration
statement and the proxy statement/prospectus carefully when they become
available. The registration statement and the proxy statement/prospectus will
contain important information about Solectron, Centennial, the transaction and
related matters, including detailed risk factors. Investors and security holders
will be able to obtain free copies of the registration statement and the proxy
statement/prospectus through the web site maintained by the SEC at
http//www.sec.gov, or by directing a request to Solectron at 777 Gibraltar
Drive, Milpitas, Calif. 95035, Attention: Thomas Alsborg, telephone: (408)
956-6614, or Centennial at 7 Lopez Road, Wilmington, Mass. 01887, Attention
Richard J. Pulsifer, telephone: (978) 805-2323. In addition to the registration
statement and the proxy statement/prospectus, Solectron and Centennial file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Investors and security holders may read and obtain free copies of
any such reports, statements and other information through the web site
maintained by the SEC, or by contacting Solectron and Centennial at the
addresses listed above.
Centennial, its directors and certain of its executive officers may be
considered participants in the solicitation of proxies in connection with this
transaction. Centennial's directors are: William J. Shea, Eugene M. Bullis,
Steven M. DePerrior, Jay M. Eastman, L. Michael Hone,
- more -
6
- 6 -
David A. Lovenheim and John J. Shields. Centennial's executive officers are:
L. Michael Hone, President and Chief Executive Officer; Richard N. Stathes,
Executive Vice President - Worldwide Sales & Marketing; Jacques Assour, Senior
Vice President - Operations; John C. Nugent, Managing Director - Centennial
Technologies International Limited; Richard J. Pulsifer, Vice President, Chief
Financial Officer and Secretary; and Mary A. Gallahan, Vice President -
Administration and Human Resources. Information concerning Centennial's
directors and executive officers can be found in documents filed by Centennial
with the SEC. Certain directors and executive officers of Centennial may have
direct or indirect interest in this transaction due to securities holdings,
vesting of options and rights to severance payments if their employment is
terminated following the merger. Additional information regarding participants
in the solicitation will be contained in the proxy statement/prospectus.
###