Solectron to Acquire Centennial.Solectron Corp. (Milpitas, CA) and Centennial Technologies, Inc. (Wilmington, MA) 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 See static RAM. SRAM - static random-access memory and flash technologies for original equipment manufacturers (OEMs) and end users in multiple markets such as telecommunications, data communications data communications, application of telecommunications technology to the problem of transmitting data, especially to, from, or between computers. In popular usage, it is said that data communications make it possible for one computer to "talk" with another. , mobile computing Using a computing device while in transit. Mobile computing implies wireless transmission, but wireless transmission does not necessarily imply mobile computing. Fixed wireless applications use satellites, radio systems and lasers to transmit between permanent objects such as buildings and medical markets. Centennial will operate under Solectron's Technology Solutions Business Unit. 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 common stock in exchange for all of Centennial's fully diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. equity, including all outstanding Centennial stock options to be assumed by Solectron in connection with the transaction. The net purchase price of the transaction will be approximately $108 million. Using Centennial's current capitalization capitalization n. 1) the act of counting anticipated earnings and expenses as capital assets (property, equipment, fixtures) for accounting purposes. 2) the amount of anticipated net earnings which hypothetically can be used for conversion into capital assets. and assuming conversion of Centennial's outstanding convertible preferred stock Convertible Preferred Stock Preferred stock that includes an option for the holder to convert the preferred shares into a fixed number of common shares, usually anytime after a predetermined date. Also known as "convertible preferred shares". , 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 2001. The completion of the transaction is subject to governmental approvals, including antitrust Antitrust The antitrust laws apply to virtually all industries and to every level of business, including manufacturing, transportation, distribution, and marketing. They prohibit a variety of practices that restrain trade. clearance, approval of the transaction by Centennial's stockholders and other customary closing conditions. Solectron will assume responsibility for Centennial's manufacturing facility and corporate headquarters in Wilmington, MA, and all of Centennial's sales and service offices in the U.S. and the United Kingdom. Solectron expects to offer employment to the more than 140 manufacturing, sales, engineering and related support associates currently employed by Centennial. |
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