C-MAC Schedules Special Meeting of Securityholders to Approve Combination With Solectron Corporation.Business Editors MONTREAL--(BUSINESS WIRE)--Oct. 19, 2001 C-MAC Industries Inc. ("C-MAC") (NYSE NYSE See: New York Stock Exchange :EMS) (TSE See Tokyo Stock Exchange. TSE 1. See Tokyo Stock Exchange (TSE). 2. See Toronto Stock Exchange (TSE). :CMS (1) See content management system and color management system. (2) (Conversational Monitor System) Software that provides interactive communications for IBM's VM operating system. .) announces that, pursuant to an interim order of the Superior Court of Justice (Quebec), the special meeting of C-MAC securityholders to vote on the approval of an arrangement between C-MAC and Solectron Corporation, will be held on November 28, 2001 at 11:00 a.m. local time at the Marriott Chateau Champlain, 1050 de la Gauchetiere Street West, Montreal, Quebec. The interim order also provides that the record date for the determination of the holders of C-MAC common shares and C-MAC options entitled to vote at this special meeting will be as of the close of business on October 19, 2001. C-MAC will mail in the coming days a circular to its shareholders containing information about C-MAC, Solectron, the arrangement, the persons soliciting proxies relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the arrangement and related matters. INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THE CIRCULAR CAREFULLY. Based on preliminary results as of October 19, 2001, C-MAC believes that revenue and net earnings before goodwill amortization for the thirteen-week period ended September 30, 2001 will be significantly below indications given in the August 9, 2001 press release announcing the execution of the combination agreement with Solectron. Revenue for the third quarter is expected to be between Cdn$415-Cdn$420 million compared to Cdn$575 million previously estimated. The shortfall is due in part to the delay in closing the transaction with Nortel Networks (Nortel Networks Limited, Brampton, Ontario, www.nortelnetworks.com) A world leader in telecommunications products, which includes switching, wireless and broadband systems for service providers and carriers, telephones and systems for residential and business users, computer telephony announced on October 3, which had been expected to close in the third quarter, and in part due to continuing deterioration in market conditions over the course of the quarter as a result of continued slowdown in telecommunication equipment sales around the world as well as weak overall economic conditions. It is expected that revenue from Nortel Networks represented approximately 33% of C-MAC's revenue in the third quarter compared to approximately 51% for the previous quarter. As a result, net earnings before goodwill amortization and restructuring charges per share are expected to be a loss of between Cdn$0.20-Cdn$0.25 compared to net earnings before goodwill amortization per share of Cdn$0.10-Cdn$0.15 as previously estimated. To adjust to current market conditions C-MAC will take restructuring charges in the third quarter amounting to approximately Cdn$30 million. About C-MAC C-MAC is a leading internationally diversified designer and manufacturer of integrated electronic manufacturing solutions, from components to full systems, primarily serving the communications, automotive, instrumentation, defense and aerospace equipment markets worldwide. C-MAC services also include product design, supply chain management, and assembly and testing. C-MAC, headquartered in Montreal (Quebec, Canada), employs more than 8,500 employees and operates 51 manufacturing facilities located in Belgium, Brazil, Canada, China, France, Germany, India, Mexico, the Republic of Ireland, the United Kingdom and the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. . C-MAC's manufacturing operations are supported by eight strategically located design centers in North America and Europe. C-MAC (CMS) stock is traded on The Toronto Stock Exchange Toronto Stock Exchange (TSE) Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options. and on the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. (EMS). For additional information, visit our web site http://www.cmac.com Copies of the circular will be available to the public on the System for Electronic Document Analysis and Retrieval The System for Electronic Document Analysis and Retrieval (SEDAR) is a mandatory document filing and retrieval system for Canadian public companies. Similar to EDGAR, SEDAR is operated by the Canadian Securities Administrators, a coordinating body comprising the 13 Canadian maintained by the Canadian Securities Administrators Canadian Securities Administrators(CSA) is a forum for the 13 securities regulators of Canada's provinces and territories to coordinate and harmonize regulation of the Canadian capital markets. at www.sedar.com. In addition, the circular will also be available free of charge from the Secretary of C-MAC at 1010 Sherbrooke Street West, Suite 1610, Montreal, Quebec, Canada H3A 2R7, Telephone: (514) 282-7629. READ THE CIRCULAR REGARDING THE ARRANGEMENT CAREFULLY BEFORE MAKING A DECISION CONCERNING THE ARRANGEMENT. You may also obtain free copies of the registration statement on Form S-4 that Solectron has filed with the U.S. Securities and Exchange Commission, which contains the proxy statement/prospectus that will be sent to Solectron shareholders in connection with the arrangement, through the web site maintained by the SEC at www.sec.gov. You may also read and copy the registration statement at the SEC Public Reference Rooms at 450 Fifth Street NW, Washington, DC 20549 or at the SEC's other public reference rooms in New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. and Chicago. You may call the SEC at 1-800-SEC-0300 for further information on the public reference rooms. This release contains certain forward-looking statements about the expectations and beliefs of C-MAC subject to the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by the U.S. Private Litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. Securities Reform Act of 1995. Forward-looking statements relating to expectations about results are based upon information available to C-MAC as of today's date. C-MAC's actual financial results may differ materially. In particular, C-MAC's third quarter financial results are subject to review by C-MAC management and by C-MAC's auditors. C-MAC does not assume any obligation to update any of the forward-looking statements made in this release, and these statements are not guarantees of C-MAC. |
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