Transaction Expected to Close in Fiscal Q4,
Ending March 31, 2024
Nextracker (Nasdaq: NXT), one of the world’s leading providers
of intelligent solar tracker and software solutions, today
announced Flex Ltd.’s plan to effect a spin-off of all of its
remaining interests in Nextracker Inc. to Flex shareholders (also
announced by Flex in a separate press release), which would result
in a separation by Flex from its ownership in Nextracker.
Later today, Nextracker expects to file a registration statement
on Form S-4 with the U.S. Securities and Exchange Commission, that
includes a preliminary proxy statement of Flex, which will include
additional information regarding the spin-off. The separation from
Flex is currently expected to close in fiscal Q4 ending March 31,
2024, but remains subject to a number of conditions, and no
assurance can be given that the spin-off will in fact occur.
“We are grateful for our time within Flex, as Flex helped us
considerably in maturing our business processes and supporting our
expansion into emerging markets, especially in our early years as a
young company,” said Dan Shugar, Nextracker Founder and CEO. “We
are energized to start our next chapter.”
About Nextracker
Nextracker is a leading provider of intelligent, integrated
solar tracker and software solutions used in utility-scale and
distributed generation solar projects around the world. Our
products enable solar panels in utility-scale power plants to
follow the sun’s movement across the sky and optimize plant
performance. With an operating fleet in over thirty countries,
Nextracker leads the solar industry with solar tracker technologies
that increase energy production while reducing costs for
significant plant ROI. For more information, please visit
www.nextracker.com.
About Flex
Flex (Reg. No. 199002645H) is the diversified manufacturing
partner of choice that helps market-leading brands design, build
and deliver innovative products that improve the world. Through the
collective strength of a global workforce across approximately 30
countries with responsible, sustainable operations, Flex delivers
advanced manufacturing solutions and operates one of the most
trusted global supply chains, supporting the entire product
lifecycle with fulfillment, after-market and circular economy
solutions for diverse industries.
No Offer or Solicitation
This communication is neither an offer to purchase, nor a
solicitation of an offer to sell, subscribe for or buy any
securities or the solicitation of any vote in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom, and otherwise in accordance
with applicable law.
Important Additional Information
Flex and Nextracker have prepared, and Nextracker intends to
file, a registration statement on Form S-4, that includes a
preliminary proxy statement of Flex and also constitutes a
preliminary prospectus of Nextracker. Flex and Nextracker will also
file other documents with the U.S. Securities and Exchange
Commission (the “SEC”) regarding the Transactions, including the
definitive proxy statement/prospectus. The information in the
preliminary proxy statement/prospectus is not complete and may be
changed. When available, Flex will mail the definitive proxy
statement/prospectus and other relevant documents to its
shareholders as of a record date to be established for voting on
the Transactions. This communication is not a substitute for the
definitive proxy statement/prospectus or any other document that
Flex will send to its shareholders in connection with the
Transactions. INVESTORS AND SECURITY HOLDERS OF FLEX ARE URGED TO
READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
WHEN IT BECOMES AVAILABLE, AND ALL OTHER RELEVANT DOCUMENTS THAT
ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE TRANSACTIONS AND RELATED MATTERS.
Copies of the registration statement, the preliminary proxy
statement/prospectus, the definitive proxy statement/prospectus and
other documents filed by Flex or Nextracker with the SEC may be
obtained, once available, free of charge at the SEC’s website at
www.sec.gov.
Participants in the Solicitation
Flex, Nextracker and their respective directors, executive
officers, other members of management, and employees, under SEC
rules, may be deemed to be participants in the solicitation of
proxies of Flex’s shareholders in connection with the Transactions.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of Flex’s shareholders in
connection with the Transactions will be in the registration
statement, including the proxy statement/prospectus, when it is
filed with the SEC. Investors and security holders may obtain more
detailed information regarding the names and interests in the
Transactions of Flex’s and Nextracker’s directors and officers in
Flex’s and Nextracker’s filings with the SEC and such information
will also be in the registration statement, including the proxy
statement/prospectus, when it is filed with the SEC. These
documents can be obtained free of charge at the SEC’s website at
www.sec.gov.
Forward-Looking Statements
This communication contains certain statements about Flex and
Nextracker that are forward-looking statements. Forward-looking
statements are based on current expectations and assumptions
regarding Flex’s and Nextracker’s respective businesses, the
economy and other future conditions. In addition, the
forward-looking statements contained in this communication may
include statements about the expected effects on Flex and
Nextracker of the Transactions, the anticipated timing and benefits
of the Transactions, Flex’s and Nextracker’s respective anticipated
financial results, and all other statements in this communication
that are not historical facts. Because forward-looking statements
relate to the future, by their nature, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and are detailed more fully in Flex’s and
Nextracker’s respective periodic reports filed from time to time
with the SEC, the registration statement, including the proxy
statement/prospectus, referred to above, and other documents filed
by Flex or Nextracker, as applicable, with the SEC. Such
uncertainties, risks and changes in circumstances could cause
actual results to differ materially from those expressed or implied
in such forward-looking statements. Forward-looking statements
included herein are made as of the date hereof, and neither Flex
nor Nextracker undertakes any obligation to update publicly such
statements to reflect subsequent events or circumstances, except to
the extent required by applicable securities laws. Investors should
not put undue reliance on forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231025399550/en/
Investors & Analysts Mary Lai VP, Investor Relations
Investor@nextracker.com
Media & Press Kristan Kirsh SVP, Global Marketing
Media@nextracker.com
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