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SAN JOSE, Calif.–(BUSINESS WIRE)–Flex (Nasdaq: FLEX) today announced the pricing terms of its previously
announced cash tender offer (the “Tender Offer”) for any and all of its
outstanding 4.625% Notes due 2020 (the “2020 Notes”).

The consideration (the “Tender Offer Consideration”) for each $1,000
principal amount of the 2020 Notes validly tendered and accepted for
purchase pursuant to the Tender Offer was determined in the manner
described in the Offer to Purchase dated May 30, 2019 (the “Offer to
Purchase”) by reference to the fixed spread for the 2020 Notes specified
below plus the yield to maturity based on the bid-side price of the U.S.
Treasury Reference Security specified below as of 2:00 p.m., New York
City time today, the date on which the Tender Offer is currently
scheduled to expire.

                             
Title of Security   CUSIP / ISIN Nos.  

Principal
Amount
Outstanding

  U.S. Treasury
Reference
Security
  Bloomberg
Reference
Page
 

Reference
Yield

  Fixed
Spread
  Tender
Offer
Consideration(1)
4.625%
Notes due 2020
  33938E AQ0 /
US33938EAQ08
  $500,000,000   1.375% UST due
February 15, 2020
  FIT3  

2.207%

  +50 bps  

$1,013.02

(1) Per $1,000 principal amount.

In addition to the Tender Offer Consideration, holders of the 2020 Notes
(“Holders”) will receive accrued and unpaid interest on the 2020 Notes
validly tendered and accepted for purchase from the February 15, 2019
interest payment date up to, but not including, the settlement date,
which is currently expected to be June 6, 2019 (such date, as it may be
extended, the “Settlement Date”). Notes tendered by notice of guaranteed
delivery and accepted for purchase are expected to be purchased on the
second business day after the Settlement Date, but payment of accrued
interest on such 2020 Notes will only be made to, but not including, the
Settlement Date.

The Tender Offer will expire today at 5:00 p.m., New York City time,
unless extended or earlier terminated as described in the Offer to
Purchase (such time and date, as they may be extended, the “Expiration
Time”). Holders must validly tender their 2020 Notes at or prior to the
Expiration Time (including by notice of guaranteed delivery) and not
validly withdraw their 2020 Notes to be eligible to receive the Tender
Offer Consideration and accrued and unpaid interest as described above.

The Tender Offer is being made on the terms and subject to the
conditions set forth in the Offer to Purchase and the related letter of
transmittal and notice of guaranteed delivery and the Company’s press
release dated May 30, 2019 announcing the amendment by the Company of
the financing condition of the Tender Offer (collectively, the “Offer
Documents”). The amended financing condition for the Tender Offer is the
successful completion by Flex of its previously announced offering (the
“Offering”) of $450 million aggregate principal amount of 4.875% Notes
due 2029 (the “New Notes”). The Offering is not conditioned on the
completion of the Tender Offer.

Holders who validly tender their 2020 Notes may validly withdraw their
tendered 2020 Notes at any time prior to the earlier of (i) the
Expiration Time and (ii) if the Tender Offer is extended, the 10th
business day after commencement of the Tender Offer. Notes may also be
validly withdrawn at any time after the 60th business day after
commencement of the Tender Offer if for any reason the Tender Offer has
not been consummated by that date.

Holders are urged to read the Offer Documents carefully before making
any decision with respect to the Tender Offer. Copies of the Offer
Documents are available via the Tender Offer website at www.dfking.com/flex
or by contacting D.F. King & Co., Inc., the Information Agent for the
Tender Offer, via email at [email protected]
or via telephone at (212) 269-5550 (banks and brokers) or (800) 967-4607
(all others). Questions regarding the terms of the Tender Offer should
be directed to the Dealer Managers for the Tender Offer, J.P. Morgan
Securities LLC, Citigroup Global Markets Inc. and BNP Paribas Securities
Corp. as follows: J.P. Morgan Securities LLC at (212) 834-8553 (collect)
or (866) 834-4666 (toll-free), Citigroup Global Markets Inc. at (212)
723-6106 (collect) or (800) 558-3745 (toll-free) or BNP Paribas
Securities Corp. at (212) 841-3059 (collect) or (888) 210-4358
(toll-free).

None of Flex, its board of directors, the Dealer Managers, the
Information Agent or the trustee for the 2020 Notes, or any of their
respective affiliates, is making any recommendation as to whether
Holders should tender any 2020 Notes pursuant to the Tender Offer.
Holders must make their own decision as to whether to tender any of
their 2020 Notes and, if so, the principal amount of 2020 Notes to
tender.

This press release is neither an offer to purchase nor a solicitation of
an offer to sell any of the 2020 Notes, or an offer to sell or a
solicitation of an offer to purchase the New Notes pursuant to the
Offering nor is it a solicitation for acceptance of the Tender Offer.
Flex is making the Tender Offer only by, and pursuant to the terms of,
the Offer Documents. The Tender Offer is not being made in any
jurisdiction in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction.

About Flex

Flex Ltd. (Reg. No. 199002645H) is the Sketch-to-Scale®
solutions provider that designs and builds intelligent products
globally. With approximately 200,000 employees across 30 countries, Flex
provides innovative design, engineering, manufacturing, real-time supply
chain insight and logistics services to companies of all sizes across
industries and markets.

Forward-Looking Statements

This press release contains forward-looking statements within the
meaning of U.S. securities laws, including statements related to the
Offering and the Tender Offer. These forward-looking statements involve
risks and uncertainties that could cause the actual results to differ
materially from those anticipated by these forward-looking statements,
including the risks that the Tender Offer and/or the Offering may not be
completed on the proposed terms, or at all. Readers are cautioned not to
place undue reliance on these forward-looking statements. The following
risks, among others, could affect our business and financial
performance: future revenues and earnings may not be achieved as
expected; the challenges of effectively managing our operations,
including our ability to control costs and manage changes in our
operations; litigation and regulatory investigations and proceedings;
compliance with legal and regulatory requirements; the possibility that
benefits of our restructuring actions may not materialize as expected;
the expected revenue and margins from recently launched programs may not
be realized; our dependence on a small number of customers; the impact
of component shortages, including their impact on our revenues;
geopolitical risk, including the termination and renegotiation of
international trade agreements and trade policies, including the impact
of tariffs and related regulatory actions; recently proposed changes or
future changes in tax laws in certain jurisdictions where we operate
could materially impact our tax expense; the effects that the current
macroeconomic environment could have on our business and demand for our
products; and the effects that current credit and market conditions
could have on the liquidity and financial condition of our customers and
suppliers, including any impact on their ability to meet their
contractual obligations.

Additional information concerning these and other risks is described
under “Risk Factors” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in our reports on Forms
10-K and 10-Q that we file with the U.S. Securities and Exchange
Commission. The forward-looking statements in this press release are
based on current expectations and Flex assumes no obligation to update
these forward-looking statements, except as required by law.

Contacts

Kevin Kessel, CFA
Vice President, Investor Relations
(408)
576-7985
[email protected]