8-K
SANMINA CORP (SANM)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) ofThe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2022
Sanmina Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 000-21272 | 77-0228183 |
|---|---|---|
| (State or Other Jurisdiction<br><br> of Incorporation) | (Commission <br><br>File Number) | (I.R.S. Employer <br><br>Identification No.) |
2700 North First Street
San Jose, California 95134
(Address of principal executive offices, including zip code)
(408) 964-3500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock | SANM | NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
India Joint Venture with Affiliate of RelianceIndustries Limited
On March 2, 2022, Sanmina Corporation (the “Company” or “Sanmina”) announced that it and its subsidiaries, Samina SCI India Private Limited (“SIPL”), Sanmina-SCI Systems Singapore Pte Ltd (“Sanmina Singapore”) and AET Holdings Limited (“AET”), have entered into a Share Subscription and Purchase Agreement (the “SSPA”) with Reliance Strategic Business Ventures Limited (“RSVL” and collectively with the Company, SIPL, Sanmina Singapore and AET, the “Parties”) and the Company, SIPL and Sanmina Singapore have entered into a Joint Venture and Shareholders’ Agreement (the “Shareholders Agreement”) with RSVL. Pursuant to the SSPA and the Shareholders Agreement, the parties will establish SIPL, Sanmina’s existing Indian manufacturing entity, as a joint venture to engage in manufacturing in India of telecommunications equipment, data center and internet equipment, medical equipment, clean technology equipment and other high-tech equipment, but excluding certain Sanmina products and services (the “Covered Products”).
Pursuant to the terms of the SSPA, RSVL will acquire newly issued shares of SIPL and outstanding shares of SIPL from AET and Sanmina Singapore so that immediately after the closing of this transaction, RSVL and its nominees will hold 50.1% of the outstanding shares of SIPL and Sanmina Singapore will hold 49.9% of the outstanding shares of SIPL. Pursuant to the terms of the Shareholders Agreement, RSVL will have the right to appoint three persons to serve on SIPL’s board of directors and Sanmina Singapore will have the right to appoint two persons to serve on SIPL’s board of directors; provided, however, the Shareholders Agreement contains certain protective provisions requiring the approval of both Sanmina and RSVL to take certain actions; and provided further that Sanmina will manage the day-to-day operations of SIPL and have the right to appoint its executive officers.
During the term of the Shareholders Agreement and for a specified period thereafter, RSVL shall conduct all manufacturing of Covered Products that are telecommunications network equipment in India exclusively through SIPL. RSVL and its affiliates shall also designate SIPL as their preferred contract manufacturer in India for Covered Products that are telecommunications network equipment and shall provide Sanmina the opportunity to provide quotes from SIPL for the manufacture of any other Covered Products that RSVL or such affiliates seek to have manufactured in India.
Similarly, during the term of the Shareholders Agreement and for a specified period thereafter, Sanmina shall not manufacture any Covered Products in India except through SIPL. Sanmina will also use commercially reasonable efforts to refer its original equipment manufacturer customers which are seeking quotes for alternate manufacturing sites for manufacture of Covered Products to SIPL, subject to certain exceptions.
Closing of the transactions contemplated by the SSPA and the Shareholders Agreement is subject to a number of conditions precedent, including the expiration of applicable antitrust waiting periods and local government approvals in India.
The Company, Sanmina Singapore, AET and SIPL have made customary warranties and indemnities in the various transaction agreements, including the SSPA and Shareholders Agreement, and have agreed to customary covenants, including those regarding the operation of the business of SIPL and its subsidiaries prior to the closing.
The foregoing description of the SSPA, the Shareholders Agreement and the transactions contemplated thereby does not purport to be complete, and is subject to, and qualified in its entirety by reference to, the full text of the SSPA and the Shareholders Agreement, which will be filed by the Company as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending April 2, 2022.
2
| Item 8.01. | Other Events. |
|---|
On March 2, 2022, the Company and Reliance Industries Limited issued a press release announcing the planned formation of the joint venture. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press<br> Release of Sanmina Corporation and Reliance Industries Limited dated March 2, 2022 |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
3
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sanmina Corporation | ||
|---|---|---|
| Dated:<br> March 2, 2022 | By: | /s/ Kurt Adzema |
| Kurt<br> Adzema | ||
| Executive<br> Vice President and Chief Financial Officer |
Exhibit 99.1
Media Release
SANMINAAND RELIANCE create MANUFACTURING Joint venture In India
Supports “Make in India” initiativefor State-of-the-Art Electronics Hardware
Caters to growing demand for high technologyinfrastructure hardware in India as well as addresses export opportunities
San Jose, CA / Mumbai – March 2, 2022. Sanmina Corporation (Sanmina) (NASDAQ: SANM), a leading integrated manufacturing solutions company and Reliance Strategic Business Ventures Limited (RSBVL), a wholly-owned subsidiary of Reliance Industries Limited (RIL), India’s largest private sector company, today announced that they have entered into an agreement to create a joint venture through an investment in Sanmina’s existing Indian entity (Sanmina SCI India Private Ltd, “SIPL”). This partnership will leverage Sanmina’s 40 years of advanced manufacturing experience and Reliance’s expertise and leadership in the Indian business ecosystem. The day-to-day business will continue to be managed by Sanmina’s existing management team in Chennai, which will be seamless from an employee and customer perspective.
The joint venture will create a world-class electronic manufacturing hub in India, in line with the Hon’ble Prime Minister's “Make in India” vision. The joint venture will prioritize high technology infrastructure hardware, for growth markets, and across industries such as communications networking (5G, cloud infrastructure, hyperscale datacenters), medical and healthcare systems, industrial and cleantech, and defense and aerospace. In addition to supporting Sanmina’s current customer base, the joint venture will create a state-of-the-art ‘Manufacturing Technology Center of Excellence’ that will serve as an incubation center to support the product development and hardware start-up ecosystem in India, as well as promote research and innovation of leading-edge technologies.
RSBVL will hold 50.1% equity stake in the joint venture entity with Sanmina owning the remaining 49.9%. RSBVL will achieve this ownership primarily through an investment of up to Rs 1,670 crore in new shares in Sanmina’s existing Indian entity, while Sanmina will contribute its existing contract manufacturing business. As a result of the investment, the joint venture will be capitalized with over $200 million of cash to fund growth.
Revenues for SIPL were approximately Rs 12.3 billion (or approximately US$165 million) for the fiscal year ended March 31, 2021. Through this joint venture, Sanmina expects to significantly grow the scale of this business over time and expand its Indian manufacturing footprint to serve the local and global demand for Hi-Tech equipment across industries. All the manufacturing will initially take place at Sanmina’s 100-acre campus in Chennai, with the ability for site expansion to support future growth opportunities as well as to potentially expand to new manufacturing sites in India over time based on business needs.
“We are excited to partner with Reliance to build the premier integrated manufacturing solutions company in India,” stated Jure Sola, Chairman and Chief Executive Officer of Sanmina. “This joint venture will service both domestic and export markets and represents a major milestone in the Indian government’s “Make in India” initiative.”
Akash Ambani, Director, Reliance Jio, said, “We are delighted to work with Sanmina to access the significant market opportunity for high-tech manufacturing in India. For both growth and security, it is essential for India to be more self-reliant in electronics manufacturing in Telecom, IT, Data Centers, Cloud, 5G, New Energy and other industries as we chart our path in the new digital economy. Through this partnership we plan to boost innovation and talent in India, meeting both Indian and global demand.”
Completion of the transaction is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close no later than September 2022.
About Sanmina
Sanmina Corporation is a leading integrated manufacturing solutions provider serving the fastest growing segments of the global Electronics Manufacturing Services (EMS) market. Recognized as a technology leader, Sanmina provides end-to-end manufacturing solutions, delivering superior quality and support to Original Equipment Manufacturers (OEMs) primarily in the communications networks, cloud solutions, industrial, defense, medical and automotive markets. Sanmina has facilities strategically located in key regions throughout the world. More information about the company is available at www.sanmina.com.
About Reliance Industries Limited (RIL)
Reliance is India’s largest private sector company, with a consolidated turnover of INR 539,238 crore ($73.8 billion), cash profit of INR 79,828 crore ($10.9 billion), and net profit of INR 53,739 crore ($7.4 billion) for the year ended March 31, 2021. Reliance’s activities span hydrocarbon exploration and production, petroleum refining and marketing, petrochemicals, retail, and digital services. Reliance is the top-most ranked company from India to feature in Fortune’s Global 500 list of “World’s Largest Companies”. The company stands 55th in the Forbes Global 2000 rankings of “World’s Largest Public Companies” for 2021 – top-most among Indian companies. It features among LinkedIn’s ‘The Best Companies to Work For In India’ (2021). More information about the company is available at www.ril.com.
Sanmina Safe Harbor Statement
Certain statements above, including Sanmina’s expectations for growth of the joint venture and the timing of closing of the joint venture transaction, constitute forward-looking statements within the meaning of the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934. Actual results could differ materially from those projected in these statements as a result of a number of factors, including the timing of the joint venture obtaining “Trusted Source” designation under the Indian government’s “Make in India” initiative, adverse changes in the key markets that the joint venture will target, risks arising from international operations and the other factors set forth in Sanmina’s annual and quarterly reports filed with the Securities Exchange Commission (“SEC”). Sanmina is under no obligation to (and expressly disclaims any such obligation to) update or alter any of the forward-looking statements made in this release whether as a result of new information, future events or otherwise, unless otherwise required by law.
Sanmina Contact
Paige Melching
SVP, Investor Communications
408-964-3610
RIL Contact:
Tushar Pania
Reliance Industries Ltd.
- 91 9820088536
tushar.pania@ril.com