Multi-Fineline Electronix, Inc. (NASDAQ:MFLX) , one of the leading global providers of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry, with FY2005 net revenues of U.S. $357 million and net income of U.S. $35 million, announced today that, subject to the satisfaction or waiver of certain specified conditions, it intends to make an offer to purchase all of the issued ordinary shares of MFS Technology Ltd ("MFS") in a voluntary general offer under Singapore law, which is similar to a tender offer in the U.S. MFS is a one-stop provider that specializes in design, prototype, production and assembly of flexible printed circuits complemented by printed circuit boards with manufacturing facilities in Singapore, Malaysia and China. MFS' ordinary shares are listed on the Singapore Exchange Securities Trading Limited with FY 2005 revenues of S$380 million and net profit of S$35 million.
Holders of MFS ordinary shares will be offered the option to receive either 0.0145 shares of M-Flex common stock for each share of MFS, or cash in the amount of:
* S$1.15 (U.S. $0.71 based on an exchange rate of U.S $1.00 to S$1.6227,
as reported on Bloomberg on March 28, 2006) per MFS share if less than
90% of MFS shares are tendered, excluding shares held by M-Flex, its
related corporations or their respective nominees; or
* S$1.20 (U.S. $0.74 based on an exchange rate of U.S. $1.00 to S$1.6227,
as reported on Bloomberg on March 28, 2006) per MFS share if at least
90% of the shares held by MFS shareholders are tendered, excluding
shares already held by M-Flex, its related corporations or their
respective nominees.
MFS shareholders may elect to receive either stock consideration or cash consideration, but not both. MFS shareholders who elect to take the stock consideration will be required to agree not to sell any of the stock consideration for a period of six months after the closing of the offer, if it closes.
The total value of the deal is expected to be approximately U.S. $500 million with the exact amount depending upon the extent of participation and the number of MFS shareholders electing the cash or stock consideration. M-Flex expects to finance the offer, which will involve the payment of up to U.S. $222 million in cash depending upon the level of MFS shareholder participation and whether MFS shareholders elect cash or stock.
The exchange ratio was determined through an arms' length negotiation among MFS, M-Flex and WBL Corporation Limited, the common majority stockholder of both MFS and M-Flex. In reaching the determination, the special independent committee and board of M-Flex considered, among other factors, the historical operating results, share price performance and the prospects of MFS and M-Flex.
According to M-Flex's chairman and chief executive officer, Phil Harding, the strategic, operational and financial synergies expected to result from M-Flex's anticipated acquisition of MFS include:
Strategic and Operational Synergies
* M-Flex expects to have the expanded scale to pursue additional product
programs in support of the growing demand for handsets. In terms of
historical revenues, the combined group would become the second largest
company in the world for flex and flex assembly manufacturing.
* M-Flex expects to leverage the available capacity at MFS' established
manufacturing operations.
* M-Flex expects the acquisition will move it toward its stated strategy
of achieving customer diversification.
* M-Flex believes the acquisition will enhance its design capabilities by
allowing it to tap into MFS' Singapore-based design center. MFS' design
center has developed new product platforms, many of which are targeted
to high-growth Asian markets.
* M-Flex expects to enhance its marketing resources and research and
development activities through expanded geographic presence to broaden
the development and accelerate the capture of new customer opportunities
and new product applications.
* M-Flex expects to reduce exposure to risks related to geographic
concentration with added facilities in other countries.
Financial Synergies
* M-Flex expects to realize a reduction in its overall effective tax rate
through expansion of its operations and activities in countries with
lower tax rates.
* M-Flex expects to improve operational efficiencies by streamlining the
manufacturing capabilities of both companies.
* M-Flex expects to decrease manufacturing costs, primarily related to
purchased materials, commonly used by both M-Flex and MFS.
The closing of the offer will be subject to a minimum acceptance level of 64 percent of MFS shares. WBL is a beneficial owner of approximately 56 percent of MFS' outstanding shares and approximately 61 percent of M-Flex's outstanding shares. WBL has provided MFS and M-Flex with an irrevocable commitment to support the proposed transaction and to tender its shares in MFS for the stock consideration, if and when the formal offer is made, subject to approval of WBL shareholders, if required. In addition, certain directors of MFS have agreed to tender their shares of MFS to M-Flex in the offer. These individuals, together with WBL, own at least 57 percent of MFS outstanding shares. WBL would own beneficially between 59 percent and 68 percent of the M-Flex common stock (56.1% and 64%, on an effective ownership basis) upon completion of the acquisition, assuming full acceptance of the offer, and based upon non-WBL shareholders of MFS accepting either all stock consideration or all cash consideration in the transaction.
Harding said, "M-Flex has a proven track record with more than 20 years as a provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry. MFS also has a strong history specializing in the design, manufacture and assembly of flexible printed circuit products. With a combined presence that spans China, Japan, Taiwan, Singapore, Malaysia, the Netherlands and the United States, we believe together we will have a broader geographic reach and one of the most competitive positions in the marketplace."
The making of the offer is still subject to the satisfaction or waiver of certain pre-conditions including among other things: (1) the approval of the U.S. Securities and Exchange Commission of the use of the prospectus/offer document to be sent to the shareholders of MFS and the proxy statement to be sent to the stockholders of M-Flex; and (2) the approval, if necessary, of the shareholders of WBL, with respect to the tender of the shares by WBL in the offer.
As soon as reasonably practicable M-Flex intends to prepare and file a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission that will contain a proxy statement with respect to the special stockholder meeting to be held by M-Flex and a prospectus/offer document, that will be sent to MFS shareholders. Once SEC approval is obtained, M-Flex will announce the offer and thereafter will mail the proxy statement to its stockholders. Between 14 days and 21 days from the date of the announcement of the offer, if any, M-Flex will mail the prospectus/offer document to MFS shareholders. It is expected that the closing of the offer will occur on or about the date of the special stockholders meeting of M-Flex stockholders, which will occur within 60 days after the proxy is mailed, assuming all of the conditions for the closing of the offer have been satisfied or waived. The prospectus/offer document will contain the terms and conditions of the offer.
Advisors
M-Flex is advised by Needham & Company, LLC and DBS Bank Ltd. for investment banking and financial advisory services. M-Flex's legal advisors are Pillsbury Winthrop Shaw Pittman LLP, San Diego, California and Rajah & Tann, Singapore. MFS is advised by Macquarie Securities (Asia) Pte Limited for investment banking and financial advisory services. Drew & Napier LLC, Singapore and Baker & McKenzie LLP, San Francisco, California are legal advisors to MFS.
Conference Call
M-Flex will host a conference call to discuss the transaction today at 12:00 p.m. Eastern time and 9:00 a.m. Pacific time. The dial-in number for this call in North America is 800-818-5264 and 913-981-4910 for international callers. The call also will be webcast live on the Internet and can be accessed by logging onto www.mflex.com. The webcast will be archived on the company's website for 60 days following the call. An audio replay of the conference calls will be available for 14 days beginning at 4:00 p.m. Eastern time (1:00 p.m. Pacific time) on March 30, 2006. The audio replay dial-in number is 719-457-0820. The replay pass code is 6214357.
About M-Flex
M-Flex (www.mflex.com) is a global provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry. The company is one of a limited number of manufacturers that provides a seamless, integrated end-to-end flexible printed circuit solution for customers, ranging from design and application engineering, prototyping and high-volume manufacturing to turnkey component assembly and testing. The company targets its solutions within the electronics market and, in particular, focuses on applications where flexible printed circuits are the enabling technology in achieving a desired size, shape, weight or functionality of an electronic device. Current applications for the company's products include mobile phones and smart mobile devices, personal digital assistants, mobile power adapters, medical devices, computer/data storage and portable bar code scanners. M-Flex completed its initial public offering in June 2004, and its common stock is quoted on the Nasdaq National Market.