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Flex (NASDAQ:FLEX) today announced that it has declared December 29, 2023 as the record date for its previously announced spin-off of all of its remaining interest in Nextracker Inc. ("Nextracker") to Flex shareholders on a pro rata basis and January 2, 2024 as the distribution date for the spin-off.
The spin-off will be effected pursuant to a distribution of shares of the common stock of Yuma Inc., a wholly-owned subsidiary of Flex ("Yuma"), to the holders of Flex ordinary shares, with each Flex shareholder as of the record date receiving one share of Yuma common stock for each Flex ordinary share held. Immediately following the distribution, Yuma will merge with and into a wholly-owned subsidiary of Nextracker. As consideration in the merger, Flex shareholders are expected to receive approximately 0.17 shares of Nextracker Class A common stock for every share of Yuma common stock held as of immediately prior to the merger. Flex shareholders will receive cash in lieu of fractional shares. Flex expects both the distribution and the merger to be completed on January 2, 2024.
Earlier today, Flex obtained the approval of the High Court of Singapore necessary to complete the distribution of Yuma common stock to Flex shareholders under applicable Singapore law.
As previously disclosed, Flex shareholders have approved the distribution of Yuma common stock at an extraordinary general meeting of Flex shareholders held on November 20, 2023. Accordingly, no further action is required by Flex shareholders in order to approve the distribution or receive shares of Nextracker Class A common stock.
The distribution and the merger will be effected pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), entered into by Flex and Nextracker on February 7, 2023, and disclosed in connection with Nextracker's previously completed initial public offering. The dates set forth above may be delayed subject to satisfaction or waiver of the conditions set forth in the Merger Agreement.
Flex shareholders are urged to consult their financial and tax advisors regarding the particular consequences of the distribution and merger in their situation, including the applicability and effect of any U.S. federal, state, local and non-U.S. tax laws.
Information regarding the distribution and merger can be found in the Registration Statement on Form S-4 filed by Nextracker with the Securities and Exchange Commission ("SEC") on October 25, 2023 and declared effective on October 27, 2023, and in other documents that Flex and Nextracker file with the SEC.
Posted In: FLEX
