Solectron and C-MAC to Merge

On August 9, 2001, Solectron Corporation of California and C-MAC Industries Inc., based in Montreal, announced their agreement to merge in a transaction valued at $4.1 billion on the date of announcement. The transaction will be effected by way of a plan of arrangement pursuant to section 192 of the Canada Business Corporations Act (CBCA) and provides Canadian shareholders the option of acquiring exchangeable or Solectron shares. The combined entity will be one of the world’s largest designers and manufacturers of integrated electronic manufacturing solutions.

Osler, Hoskin & Harcourt LLP is acting for Solectron, with a team led by Ward Sellers of its Montreal office that includes Clay Horner, Don Gilchrist, John Groenewegen and Joel Feldberg (corporate and securities), Monica Biringer and Steve Suarez (tax), Michel Benoit (pensions), Peter Franklyn and Kevin Ackhurst (competition/Investment Canada), George Hendy (litigation), Dan Kirby and Sean Love (environmental) and Damian Rigolo (labour/employment). US counsel to Solectron is Wilson Sonsini Goodrich & Rosati in Palo Alto, led by Steve Camahort.

C-MAC was advised by in-house counsel Michael Megelas together with external counsel Stikeman Elliott in Montreal. The Stikeman team, led by Christine Desaulniers, included J. Anthony Penhale, Philippe de Montigny, Philippe Décary and Howard Liebman (corporate and securities), Frédéric Harvey, Luc Bernier and Michel Ranger (tax), Jean Carrier (environment) and Stephen Hamilton (competition and litigation). US counsel to C-MAC is Davis Polk & Wardwell of New York with a team led by Winthrop B. Conrad, Jr. The ad-hoc committee of the board of directors of C-MAC Industries Inc. was advised by Claude Fontaine, Q.C., Francis Legault, Angelo Noce and Lindsay Matthews (corporate and securities) of the Montreal office of Ogilvy Renault.

Merrill Lynch & Co. Inc. acted as financial advisor to Solectron, Banc of America Securities LLC advised C-MAC and RBC Dominion Securities Inc. advised the ad-hoc committee.