SAN JOSE, Calif., Sept. 8, 2015 /PRNewswire/ -- Flex (NASDAQ: FLEX) has entered into a definitive agreement to acquire NEXTracker, a leader in smart solar tracking solutions. NEXTracker designs and manufactures one of the world's most advanced single-axis photovoltaic (PV) trackers that orients PV panels to maximize energy output. The acquisition will augment the Flex Energy business and contribute to its more than $1 billion in sales, and is expected to be accretive to Flex's growth, margin, EPS and cash flow generation.
NEXTracker has achieved significant industry breakthroughs in smart and connected tracking solutions that deliver high performance and flexibility for solar power plants of all sizes. It delivers a cost-effective solution to maximize solar project returns for its range of global customers that include developers, energy procurement construction companies, and system owners of ground-mounted solar power plants.
"This acquisition aligns well with our strategy of acquiring technologies that deliver innovative, value-added solutions to our customers in industries with strong growth rates and higher margins," said Mike McNamara, CEO of Flex. "Together with our existing Energy capabilities, the NEXTracker solutions will enable Flex to further enhance our Sketch-to-Scale® solar offerings. Our strong, free cash flow generation enables margin-accretive acquisitions like this to be completed, while at the same time allowing us to remain committed to maximizing shareholder value through returning over 50% of free cash flow to our shareholders."
"The addition of the leading-edge NEXTracker business, along with its Chairman and CEO, Dan Shugar, and his team, will further expand Flex's solar capabilities in commercializing smart and connected energy technologies," said Doug Britt, president of Industrial and Emerging Industries at Flex. "NEXTracker's advanced solar tracking solutions, along with Flex's experience in the energy sector, solar manufacturing and our global reach, will provide valuable and scalable system-level solutions for our energy customers worldwide, improving their competitive offering."
"Joining Flex will enable NEXTracker to accelerate its growth while leveraging our best-in-class, innovative technologies, and a shared passion for advancing the future of renewable energy," said NEXTracker's Shugar. "Flex has a solid global infrastructure, an experienced team, and world-class capabilities that will allow us to scale our solar solutions and help take our business to the next level."
Upon completion of the deal, NEXTracker will operate as a subsidiary, retaining its existing brand under the continued leadership of Dan Shugar.
Under the terms of the agreement, the initial cash consideration will be approximately $245 million, net of cash acquired, with an additional $85 million of potential contingent consideration upon achievement of future performance targets. Flex will also assume an equity incentive plan. The acquisition is expected to close early in the December 2015 quarter, subject to customary closing conditions, and contribute between $80 million and $120 million in revenue for the December quarter. Flex intends to fund the acquisition from currently available resources.
NEXTracker™, designer and manufacturer of the world's most advanced single-axis PV trackers, offers a significant breakthrough in horizontal tracking, with lower costs, better performance and more flexibility for solar power plants of all sizes. These benefits increase solar project profits for developers, EPCs and system owners. Leveraging world-class design and installation expertise, NEXTracker has delivered trackers for dozens of projects, across five continents. Headquartered in Fremont, California, NEXTracker is one of the fastest growing clean technology companies. Follow us on Twitter @NEXTracker.
This press release contains forward-looking statements about Flex and NEXTracker, including statements that involve risks and uncertainties concerning Flex's proposed acquisition of NEXTracker, anticipated benefits such as accretive growth, margin, EPS and cash flow and general business outlook. When used in this document, the words "will", "look forward to", "expected" and similar expressions and any other statements that are not historical facts are intended to identify those assertions as forward-looking statements. Any such statements may be influenced by a variety of factors, many of which are beyond the control of Flex or NEXTracker, that could cause actual outcomes and results to be materially different from those projected, described, expressed or implied in this document due to a number of risks and uncertainties. Potential risks and uncertainties include, among others, the possibility that the transaction will not close or that the closing may be delayed, the anticipated synergies of the combined companies may not be achieved after closing, the combined operations may not be successfully integrated in a timely manner, if at all, general economic conditions in regions in which either company does business may deteriorate and/or Flex or NEXTracker may be adversely affected by other economic, business, and/or competitive factors. Accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Flex or NEXTracker. You are cautioned to not place undue reliance on forward-looking statements, which speak only as of the date of this document. Neither Flex nor NEXTracker is under any duty to update any of the information in this document. Our share repurchase program does not obligate Flex to repurchase a specific number of shares and may be suspended or terminated at any time without prior notice.
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