Schedule 13D for WBL Corporation Limited

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AzgTmZJTZ1sBDNJmgHg/agk8NynzkOEyov6F7rF2gk0jbVXHLdTd8bGejjNrxOMX 1fUsp/5so4z7hWgqFOonkA== 0001193125-06-128347.txt : 20060612 0001193125-06-128347.hdr.sgml : 20060612 20060612172435 ACCESSION NUMBER: 0001193125-06-128347 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 GROUP MEMBERS: UNITED WEARNES TECHNOLOGY PTE LTD GROUP MEMBERS: WEARNES TECHNOLOGY (PRIVATE) LIMITED SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MULTI FINELINE ELECTRONIX INC CENTRAL INDEX KEY: 0000830916 STANDARD INDUSTRIAL CLASSIFICATION: PRINTED CIRCUIT BOARDS [3672] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-81025 FILM NUMBER: 06900642 BUSINESS ADDRESS: STREET 1: 3140 E CORONADO ST STREET 2: STE A CITY: ANAHEIM STATE: CA ZIP: 92806 BUSINESS PHONE: 7142381487 MAIL ADDRESS: STREET 1: 3140 E CORONADO ST STREET 2: STE A CITY: ANAHEIM STATE: CA ZIP: 92806 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WBL CORP LTD CENTRAL INDEX KEY: 0001042896 IRS NUMBER: 000000000 STATE OF INCORPORATION: U0 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 65 CHULIA STREET #31-00 STREET 2: OCBC CENTRE CITY: SINGAPORE STATE: U0 ZIP: 049513 BUSINESS PHONE: 6565333444 MAIL ADDRESS: STREET 1: 65 CHULIA STREET #31-00 STREET 2: OCBC CENTRE CITY: SINGAPORE STATE: U0 ZIP: 049513 SC 13D 1 dsc13d.htm SCHEDULE 13D FOR WBL CORPORATION LIMITED Schedule 13D for WBL Corporation Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under The Securities Exchange Act of 1934

MULTI-FINELINE ELECTRONIX, INC.

(Name of Issuer)

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

62541B-10-1

(CUSIP Number)

Tan Choon Seng

WBL Corporation Limited

65 Chulia Street #31-00

OCBC Centre

Singapore 049513

(65) 6533-3444

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 24, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP Number 62541B101


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) WBL CORPORATION LIMITED
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship Or Place Of Organization REPUBLIC OF SINGAPORE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power —
		8. Shared Voting Power 14,817,052**
		9. Sole Dispositive Power —
		10. Shared Dispositive Power 14,817,052**


11.	Aggregate Amount Beneficially Owned By Each Reporting Person 14,817,052**
12.	Check box if the Aggregate Amount In Row (9) Excludes Certain Shares*	¨
13.	Percent Of Class Represented By Amount In Row (9) 60.8%***
14.	Type Of Reporting Person* HC

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 5 OF SCHEDULE

***	Based on 24,379,484 shares of common stock reported as outstanding as of February 28, 2006 in the issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 30, 2006.

CUSIP Number 62541B101


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) WEARNES TECHNOLOGY (PRIVATE) LIMITED
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship Or Place Of Organization REPUBLIC OF SINGAPORE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power —
		8. Shared Voting Power 11,817,052**
		9. Sole Dispositive Power —
		10. Shared Dispositive Power 11,817,052**


11.	Aggregate Amount Beneficially Owned By Each Reporting Person 11,817,052**
12.	Check box if the Aggregate Amount In Row (9) Excludes Certain Shares*	¨
13.	Percent Of Class Represented By Amount In Row (9) 48.5%***
14.	Type Of Reporting Person* CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 5 OF SCHEDULE

***	Based on 24,379,484 shares of common stock reported as outstanding as of February 28, 2006 in the issuer’s Form 8-K filed with the SEC on March 30, 2006.

CUSIP Number 62541B101


1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) UNITED WEARNES TECHNOLOGY PTE LTD
2.	Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.	SEC Use Only
4.	Source of Funds
5.	Check Box if Disclosure of Legal Proceeding is Required Pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship Or Place Of Organization REPUBLIC OF SINGAPORE


NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7. Sole Voting Power —
		8. Shared Voting Power 3,000,000**
		9. Sole Dispositive Power —
		10. Shared Dispositive Power 3,000,000**


11.	Aggregate Amount Beneficially Owned By Each Reporting Person 3,000,000**
12.	Check box if the Aggregate Amount In Row (9) Excludes Certain Shares*	¨
13.	Percent Of Class Represented By Amount In Row (9) 12.3%***
14.	Type Of Reporting Person* CO

*	SEE INSTRUCTIONS BEFORE FILLING OUT

**	SEE ITEM 5 OF SCHEDULE

***	Based on 24,379,484 shares of common stock reported as outstanding as of February 28, 2006 in the issuer’s Form 8-K filed with the SEC on March 30, 2006.

CUSIP Number 59508T 10 9

Item 1. Security and Issuer.

This statement on Schedule 13D relates to the Common Stock, $0.0001 par value per share (the “Shares”), of Multi-Fineline Electronix, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 3140 East Coronado, Anaheim, California 92806.

The Reporting Persons (as described below) previously reported their ownership of the shares on a Schedule 13G. This Schedule 13D supersedes such Schedule 13G.

Item 2. Identity and Background.

(a) This Schedule 13D is being filed by WBL Corporation Limited (“WBL”), Wearnes Technology (Private) Limited (“WT”) and United Wearnes Technology Pte Ltd (“UWT”) (collectively, the “Reporting Persons”).

(b)	The business address and place of organization of the Reporting Persons are as follows:

WBL Corporation Limited

65 Chulia Street #31-00

OCBC Centre

Singapore 049513

Republic of Singapore

Wearnes Technology (Private) Limited

United Wearnes Technology Pte Ltd

Wearnes Technology Building

801 Lorong #07-00

Toa Payoh

Singapore 319319

Republic of Singapore

(c) The principal business of WBL and UWT is that of an investment holding company. The principal businesses of WT consist of trading in electronic components and peripherals, investment holding, provision of management services to its subsidiary and associated companies, and leasing of property.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) The Reporting Persons are Singapore companies.

CUSIP Number 62541B101

Item 3. Source and Amount of Funds or Other Consideration.

The 14,817,052 Shares reported herein as being beneficially owned by the Reporting Persons were acquired at an aggregate price of approximately S$51.1 million.

Item 4. Purpose of Transaction.

WBL has entered into an undertaking agreement (the “Undertaking Agreement”), dated March 29, 2006. The undertaking agreement was entered into in consideration of the Announcement (defined below) and intended Offer (as defined below) by the Issuer for all of the outstanding shares of MFS Technology Ltd (“MFS”). WBL and related entities currently own 364,506,000 shares of MFS which will be tendered for Stock Consideration (discussed below) if the Offer is made. The pre-condition of WBL obtaining its stockholders’ approval to accept the Issuer’s voluntary general offer was satisfied pursuant to a waiver granted by the Singapore Exchange Securities Trading Limited on April 24, 2006.

On March 30, 2006, the Issuer announced (the “Announcement”) that, subject to the satisfaction or waiver of certain specified conditions, it intends to make an offer (the “Offer”) to purchase all of the issued ordinary shares of MFS in a voluntary general offer under Singapore law. The shareholders of MFS will be offered the option to receive either 0.0145 shares of the Issuer’s Common Stock for each share of MFS (the “Stock Consideration”), or cash (the “Cash Consideration”) in the amount of:

•

S$1.15 (U.S.$0.71 based on an exchange rate of U.S.$1.00 to S$1.6227 as reported on Bloomberg on March 28, 2006) per MFS share if less than 90% of MFS shares are tendered, excluding shares held by M-Flex, its related corporations or their respective nominees as at the date of the offer; or

•

S$1.20 (U.S.$0.74 based on an exchange rate of U.S.$1.00 to S$1.6227 as reported on Bloomberg on March 28, 2006) per MFS share if at least 90% of MFS shares are tendered, excluding shares already held by M-Flex, its related corporations or their respective nominees as at the date of the offer.

As of March 30, 2006, Reporting Persons were the beneficial owners of approximately 61% of MFS’ outstanding shares and have delivered an undertaking agreement to support the proposed transaction and to tender its shares in MFS for the Stock Consideration, if and when the formal offer is made. The Reporting Persons would own beneficially between 59% and 68% of the Issuer’s Shares (56.1% and 64% on an effective ownership basis) upon completion of the acquisition, assuming full acceptance of the Offer, and based upon non-WBL shareholders of MFS accepting either all Stock Consideration or all Cash Consideration in the transaction.

Lock-Up Agreement

In connection with the Offer, because the Reporting Persons will take the Stock Consideration in exchange for their MFS shares, they will be required, as a condition thereof, to agree not to sell any of the Stock Consideration for a period of six (6) months after the closing of the Offer.

Amended and Restated Stockholders Agreement

On October 25, 2005, the Issuer entered into an Amended and Restated Stockholders Agreement with the Reporting Persons. The Amended and Restated Stockholders Agreement includes, inter alia, the following:

CUSIP Number 62541B101

•

The board of directors of the Issuer (the “Board”) either (1) in writing through a unanimous written consent of the Board or (2) by a vote of the Board at a meeting of the Board, which vote includes the consent of at least one (1) WBL Director, will have the right to approve the appointment of any new chief executive officer of the Issuer or the issuance of securities that would reduce WT’s and UWT’s effective stock ownership below a majority of the voting stock of the Issuer outstanding; and

•

WBL shall, for a period of two (2) years from the date of the Amended and Restated Stockholders Agreement and thereafter subject to the parties’ mutual agreement, use reasonable efforts to provide excess manufacturing and packaging capacity to the Issuer to assist the Issuer in meeting any increase in its manufacturing demands while the Issuer’s manufacturing facilities are being expanded.

The Amended and Restated Stockholders Agreement will terminate when the Reporting Persons no longer own at least one-third of the outstanding Common Stock.

Item 5. Interest in Securities of the Issuer.

(a) The Reporting Persons are deemed to beneficially own 14,817,052 shares of Common Stock of the Issuer (UWT holds 3,000,000 shares directly, and WT holds 11,872,052 shares directly). For purposes of calculating the percentages set forth in this Item 5, the number of shares of Common Stock outstanding is 24,379,484 (the number of outstanding shares as of February 28, 2006 as reported on the Issuer’s Form 8-K filed March 30, 2006). Currently the Reporting Persons beneficially own 14,817,052 shares of common stock of the Issuer, which constitutes approximately 61%.

(b) WBL has shared voting and dispositive powers with respect to 14,817,052 shares of Stock, constituting approximately 60.8% of such class of securities.

WT has shared voting and dispositive powers with respect to 11,817,052 shares of Stock, constituting approximately 48.4% of such class of securities.

UWT has shared voting and dispositive powers with respect to 3,000,000 shares of Stock, constituting approximately 12.3% of such class of securities.

(d) No person (other than the Reporting Persons) is known to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, such shares of Stock.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

WBL Corporation entered into an Undertaking Agreement dated March 29, 2006 and agreed to tender its shares of MFS stock for the Stock Consideration.

The Announcement and Undertaking Agreement (each of which was described in Item 4, respectively, which definitions and descriptions are incorporated herein by reference) are filed as exhibits hereto and

CUSIP Number 62541B101

are incorporated by reference in their entirety into this Item 6. Other than as described herein, there are no contracts, arrangements or understandings between the Reporting Persons and any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits


Exhibit		Description

99.1		Joint Filing Agreement dated June 9, 2006

99.2		Form 8-K filed by Multi-Fineline Electronix, Inc. dated March 30, 2006

99.3		Undertaking Agreement dated March 29, 2006

CUSIP Number 62541B101

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


June 9, 2006	WBL CORPORATION LIMITED

	By:	/s/ TAN CHOON SENG
	Name:	Tan Choon Seng
	Title:	Chief Executive Officer

	WEARNES TECHNOLOGY (PRIVATE) LIMITED

	By:	/s/ LIM HUAT SENG
	Name:	Lim Huat Seng
	Title:	Director

	UNITED WEARNES TECHNOLOGY PTE LTD

	By:	/s/ WONG HEIN JEE
	Name:	Wong Hein Jee
	Title:	Director

EX-99.1 2 dex991.htm JOINT FILING AGREEMENT DATED JUNE 9, 2006 Joint Filing Agreement dated June 9, 2006

CUSIP Number 59508T 10 9

EXHIBIT 99.1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13D-1(K)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.


June 9, 2006	WBL CORPORATION LIMITED

	By:	/s/ TAN CHOON SENG
	Name:	Tan Choon Seng
	Title:	Chief Executive Officer

	WEARNES TECHNOLOGY (PRIVATE) LIMITED

	By:	/s/ LIM HUAT SENG
	Name:	Lim Huat Seng
	Title:	Director

	UNITED WEARNES TECHNOLOGY PTE LTD

	By:	/s/ WONG HEIN JEE
	Name:	Wong Hein Jee
	Title:	Director

EX-99.2 3 dex992.htm FORM 8-K FILED BY MULTI-FINELINE ELECTRONIX, INC. DATED MARCH 30, 2006 Form 8-K filed by Multi-Fineline Electronix, Inc. dated March 30, 2006

Exhibit 99.2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2006

MULTI-FINELINE ELECTRONIX, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-50812

95-3947402

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

3140 East Coronado Street, Suite A

Anaheim, CA 92806

(Address of principal executive offices) (Zip Code)

(714) 238-1488

(Registrant’s telephone number, including area code)

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:

x	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))

Item 1.01

Entry into a Material Definitive Agreement.

On March 30, 2006, Multi-Fineline Electronix, Inc. (“M-Flex”), a Delaware corporation, announced its intention to make an offer (the “Offer”) to purchase all of the issued ordinary shares of MFS Technology Ltd. (“MFS”), a Singapore corporation. The making of the Offer is conditional on the satisfaction or waiver of certain conditions that are described in detail in the Pre-Conditional Voluntary General Offer filed as Exhibit 99.2 to this Form 8-K (the “Announcement”). If the Offer is made, holders of MFS shares will be offered the option to receive either shares of M-Flex common stock or cash for each share of MFS tendered. The M-Flex stock consideration (the “Stock Consideration”) will be fixed at 0.0145 shares of M-Flex common stock per share of outstanding MFS common stock tendered. The cash consideration (the “Cash Consideration”) will be fixed at S$1.15 (U.S.$0.71) per outstanding share of MFS tendered if M-Flex receives acceptances for less than 90 percent of the shares (other than those held by M-Flex, its related corporations or their respective nominees), or S$1.20 (U.S.$0.74) per share if M-Flex receives acceptances for 90% or more of the shares (other than those held by M-Flex, its related corporations or their respective nominees) (the foregoing U.S. amounts are based on an exchange rate of U.S. $1.00 to S$1.6227 as reported on Bloomberg on March 28, 2006). Any holder of MFS shares who elects to take the Stock Consideration will be required, as a condition thereof, to agree not to sell any of the Stock Consideration for a period of six months after the closing of the Offer, if it closes.

In addition to certain other conditions, the Offer, if made, will be dependent upon M-Flex receiving acceptances with respect to at least 64% of the issued shares of MFS.

In connection with the announcement of the intended Offer, WBL Corporation Limited (“WBL”) entered into an undertaking agreement pursuant to which it agreed to tender its shares of MFS stock in the transaction in exchange for Stock Consideration. WBL beneficially owns approximately 56% of the outstanding shares of MFS. In addition, directors of MFS who collectively own approximately 1.3% of MFS’ issued shares agreed to sell their shares in the transaction.

Completion of the offer, if made, is dependent upon, among other things, approval by stockholders of M-Flex of the issuance of the shares to be issued in the transaction and the satisfaction or waiver of certain other conditions described in the Announcement.

The foregoing summary of the proposed tender offer is subject to, and qualified in its entirety by, the Announcement.

M-Flex plans to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will contain a proxy statement with respect to the special stockholders meeting to be held by M-Flex and a prospectus/offer document with respect to the offer to be made to the stockholders of MFS, and other relevant documents concerning the proposed transaction. Information contained in this document is not a substitute for the information contained in the proxy statement or the prospectus/offer document, which will be part of the registration statement on Form S-4. Stockholders and investors are urged to read the proxy statement and prospectus/offer document when they become available and any other relevant documents filed with the SEC because they will contain important information, including detailed risk factors about M-Flex, MFS and the proposed transaction. These documents are or will be available free of charge at the SEC’s website (www.sec.gov) or by directing a request for such a filing to M-Flex at 3140-A East Coronado Street, Anaheim, CA, 92806, Attention: Investor Relations, or by telephone at (714) 238-1488, or by email at investor_relations@mflex.com, or

through M-Flex’s website (www.mflex.com) as soon as reasonably practicable after such material is filed with or furnished to the SEC. This information also will be available on the website of the Singapore Securities Exchange Trading Limited at www.sgx.com.

Item 8.01.

Other Events.

On March 30, 2006, M-Flex issued a news release announcing the Company’s intention to make an offer to purchase all of the issued ordinary shares of MFS. A copy of this news release is attached hereto as Exhibit 99.1. The Company intends to hold a conference call to discuss the potential acquisition at 12:00 p.m. Eastern time (9:00 a.m. Pacific time) on March 30, 2006. Additional materials pertaining to the transaction, including the intended script of the conference call, are attached as Exhibits 99.2 through 99.4 and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


99.1		News release announcing M-FLEX’s Offer for Shares of MFS dated March 30, 2006

99.2		Pre-Conditional Voluntary General Offer

99.3		Frequently Asked Questions

99.4		Intended M-FLEX Conference Call Script

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.


	Multi-Fineline Electronix, Inc. a Delaware corporation

Date: March 29, 2006	By:	/s/ Craig Riedel
		Craig Riedel
		Chief Financial Officer

EXHIBIT 99.1

NEWS RELEASE

Filed by Multi-Fineline Electronix, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934

Subject Company: Multi-Fineline Electronix, Inc.

Filer Company Exchange Act File No. 000-50812


M-Flex Contact:		Connie Chandler
		Investor & Media Relations
		Tele: 714-573-1121
		Email: investor_relations@mflex.com

M-FLEX ANNOUNCES INTENTION TO MAKE OFFER TO ACQUIRE

OUTSTANDING SHARES OF MFS TECHNOLOGY LTD

The anticipated acquisition will create, based on historical revenues, the world’s second

largest manufacturer of flexible printed circuits used in electronic devices

Anaheim, CA, March 30, 2006 – Multi-Fineline Electronix, Inc. (NASDAQ: MFLX), one of the leading global providers of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry, with FY2005 net revenues of U.S. $357 million and net income of U.S. $35 million, announced today that, subject to the satisfaction or waiver of certain specified conditions, it intends to make an offer to purchase all of the issued ordinary shares of MFS Technology Ltd (“MFS”) in a voluntary general offer under Singapore law, which is similar to a tender offer in the U.S. MFS is a one-stop provider that specializes in design, prototype, production and assembly of flexible printed circuits complemented by printed circuit boards with manufacturing facilities in Singapore, Malaysia and China. MFS’ ordinary shares are listed on the Singapore Exchange Securities Trading Limited (SGX: MFS Tech) with FY 2005 revenues of S$380 million and net profit of S$35 million.

Holders of MFS ordinary shares will be offered the option to receive either 0.0145 shares of M-Flex common stock for each share of MFS, or cash in the amount of:

•

S$1.15 (U.S. $0.71 based on an exchange rate of U.S. $1.00 to S$1.6227, as reported on Bloomberg on March 28, 2006) per MFS share if less than 90% of MFS shares are tendered, excluding shares held by M-Flex, its related corporations or their respective nominees; or

•

S$1.20 (U.S. $0.74 based on an exchange rate of U.S. $1.00 to S$1.6227, as reported on Bloomberg on March 28, 2006) per MFS share if at least 90% of the shares held by MFS shareholders are tendered, excluding shares already held by M-Flex, its related corporations or their respective nominees.

MFS shareholders may elect to receive either stock consideration or cash consideration, but not both.

MFS shareholders who elect to take the stock consideration will be required to agree not to sell any of the stock consideration for a period of six months after the closing of the offer, if it closes.

The total value of the deal is expected to be approximately U.S. $500 million with the exact amount depending upon the extent of participation and the number of MFS shareholders electing the cash or stock consideration. M-Flex expects to finance the offer, which will involve the payment of up to U.S. $222 million in cash depending upon the level of MFS shareholder participation and whether MFS shareholders elect cash or stock.

The exchange ratio was determined through an arms’ length negotiation among MFS, M-Flex and WBL Corporation Limited, the common majority stockholder of both MFS and M-Flex. In reaching the determination, the special independent committee and board of M-Flex considered, among other factors, the historical operating results, share price performance and the prospects of MFS and M-Flex.

According to M-Flex’s chairman and chief executive officer, Phil Harding, the strategic, operational and financial synergies expected to result from M-Flex’s anticipated acquisition of MFS include:

Strategic and Operational Synergies

•

M-Flex expects to have the expanded scale to pursue additional product programs in support of the growing demand for handsets. In terms of historical revenues, the combined group would become the second largest company in the world for flex and flex assembly manufacturing.

•

M-Flex expects to leverage the available capacity at MFS’ established manufacturing operations.

•

M-Flex expects the acquisition will move it toward its stated strategy of achieving customer diversification.

•

M-Flex believes the acquisition will enhance its design capabilities by allowing it to tap into MFS’ Singapore-based design center. MFS’ design center has developed new product platforms, many of which are targeted to high-growth Asian markets.

•

M-Flex expects to enhance its marketing resources and research and development activities through expanded geographic presence to broaden the development and accelerate the capture of new customer opportunities and new product applications.

•

M-Flex expects to reduce exposure to risks related to geographic concentration with added facilities in other countries.

Financial Synergies

•

M-Flex expects to realize a reduction in its overall effective tax rate through expansion of its operations and activities in countries with lower tax rates.

•

M-Flex expects to improve operational efficiencies by streamlining the manufacturing capabilities of both companies.

•

M-Flex expects to decrease manufacturing costs, primarily related to purchased materials, commonly used by both M-Flex and MFS.

The closing of the offer will be subject to a minimum acceptance level of 64 percent of MFS shares. WBL is a beneficial owner of approximately 56 percent of MFS’ outstanding shares and approximately 61 percent of M-Flex’s outstanding shares. WBL has provided MFS and M-Flex with an irrevocable commitment to support the proposed transaction and to tender its shares in MFS for the stock consideration, if and when the formal offer is made, subject to approval of WBL shareholders, if required. In addition, certain directors of MFS have agreed to tender their shares of MFS to M-Flex in the offer. These individuals, together with WBL, own at least 57 percent of MFS outstanding shares. WBL would own beneficially between 59 percent and 68 percent of the M-Flex common stock (56.1% and 64%, on an effective ownership basis) upon completion of the acquisition, assuming full acceptance of the offer, and based upon non-WBL shareholders of MFS accepting either all stock consideration or all cash consideration in the transaction.

Harding said, “M-Flex has a proven track record with more than 20 years as a provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly

solutions to the electronics industry. MFS also has a strong history specializing in the design, manufacture and assembly of flexible printed circuit products. With a combined presence that spans China, Japan, Taiwan, Singapore, Malaysia, the Netherlands and the United States, we believe together we will have a broader geographic reach and one of the most competitive positions in the marketplace.”

The making of the offer is still subject to the satisfaction or waiver of certain pre-conditions including, among other things: (1) the approval of the U.S. Securities and Exchange Commission to the use of the prospectus/offer document to be sent to the shareholders of MFS and the proxy statement to be sent to the stockholders of M-Flex; and (2) the approval, if necessary, of the shareholders of WBL, with respect to the tender of the shares by WBL in the offer.

As soon as reasonably practicable M-Flex intends to prepare and file a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission that will contain a proxy statement with respect to the special stockholder meeting to be held by M-Flex and a prospectus/offer document that will be sent to MFS shareholders. Once SEC approval is obtained, M-Flex will announce the offer and thereafter will mail the proxy statement to its stockholders. Between 14 days and 21 days from the date of the announcement of the offer, if any, M-Flex will mail the prospectus/offer document to MFS shareholders. It is expected that the closing of the offer will occur on or about the date of the special stockholders meeting of M-Flex stockholders, which will occur within 60 days after the proxy is mailed, assuming all of the conditions for the closing of the offer have been satisfied or waived. The prospectus/offer document will contain the terms and conditions of the offer.

Advisors

M-Flex is advised by Needham & Company, LLC and DBS Bank Ltd. for investment banking and financial advisory services. M-Flex’s legal advisors are Pillsbury Winthrop Shaw Pittman LLP, San Diego, California and Rajah & Tann, Singapore. MFS is advised by Macquarie Securities (Asia) Pte Limited for investment banking and financial advisory services. Drew & Napier LLC, Singapore and Baker & McKenzie LLP, San Francisco, California are legal advisors to MFS.

Conference Calls

M-Flex will host a conference call to discuss the transaction today at 12:00 p.m. Eastern time (9:00 a.m. Pacific time). The dial-in number for this call in North America is 800-818-5264 and 913-981-4910 for international callers. The call also will be webcast live on the Internet and can be accessed by logging onto www.mflex.com. The webcast will be archived on the company’s websites for 60 days following the call. An audio replay of the conference calls will be available for 14 days beginning at 4:00 p.m. Eastern time (1:00 p.m. Pacific time) on March 30, 2006. The audio replay dial-in number is 719-457-0820. The replay pass code is 6214357.

About M-Flex

M-Flex (www.mflex.com) is a global provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry. The company is one of a limited number of manufacturers that provides a seamless, integrated end-to-end flexible printed circuit solution for customers, ranging from design and application engineering, prototyping and high-volume manufacturing to turnkey component assembly and testing. The company targets its solutions within the electronics market and, in particular, focuses on applications where flexible printed circuits are the enabling technology in achieving a desired size, shape, weight or functionality of an electronic device. Current applications for the company’s products include mobile phones and smart mobile devices, personal digital assistants, mobile power adapters, medical devices, computer/data storage and portable bar code scanners. M-Flex completed its initial public offering in June 2004, and its common stock is quoted on the Nasdaq National Market.

Additional Information and Where to Find It

M-Flex plans to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will contain a proxy statement with respect to the special stockholders meeting to be held by M-Flex and a prospectus/offer document with respect to the offer to be made to the stockholders of MFS, and other relevant documents concerning the proposed transaction. Information contained in this document is not a substitute for the information contained in the proxy statement or the prospectus/offer document, which will be part of the registration statement on Form S-4. Stockholders and investors are urged to read the proxy statement and prospectus/offer document when they become available and any other relevant documents filed with the SEC because they will contain important information, including detailed risk factors about M-Flex, MFS and the proposed transaction. These documents are or will be available free of charge at the SEC’s website (www.sec.gov) or by directing a request for such a filing to M-Flex at 3140 East Coronado Street, Anaheim, California 92806, Attention: Investor Relations, or by telephone at (714) 573-1121, or by email at investor_relations@mflex.com, or through M-Flex’s website (www.mflex.com) as soon as reasonably practicable after such material is filed with or furnished to the SEC. This information also will be available on the website of the Singapore Securities Exchange Trading Limited at www.sgx.com.

Participants in Solicitation

M-Flex, MFS and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from M-Flex stockholders in connection with the proposed transaction. Information about the directors and executive officers of M-Flex and their ownership of M-Flex stock is set forth in the proxy statement for M-Flex’s 2006 Annual Meeting of Stockholders. Information about the directors and executive officers of MFS and their ownership of MFS shares is set forth in the annual report of MFS. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement and prospectus/offer document with respect to the transaction, when such documents become available.

Stockholders and investors should carefully read the proxy statement and the prospectus/offer document, when such documents become available, and before making any voting or investment decisions.

Responsibility Statement

The directors of M-Flex (including those who may have delegated detailed supervision of this news release) have taken all reasonable care to ensure that the facts stated and opinions expressed in this document are fair and accurate and that no material facts have been omitted from this document, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted from published or otherwise publicly available sources or obtained from MFS, the sole responsibility of the directors of M-Flex has been to ensure through reasonable inquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this news release.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this filing, including statements as to expected synergies the combined companies will realize as a result of the transaction, and other statements identified by words such as “believes,” “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including specifically risks associated with the expected synergies of the proposed transaction, and the other risks and uncertainties set forth in the reports filed by M-Flex with the SEC, including its most recently filed Form 10-Q for the quarter ended December 31, 2005. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, M-Flex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Cautionary Note:

M-Flex has not yet commenced the offer (the “Offer”). The Offer, if made, will be made only pursuant to a prospectus/offer document and related materials that the Offeror intends to distribute to shareholders of the MFS. Shareholders of the MFS shares should read carefully the prospectus/offer document and related materials when they become available because they will contain important information. Assuming the Offer is made, shareholders of MFS shares and investors may download a free copy of the M-Flex proxy statement, the prospectus/offer document and other documents that M-Flex intends to file with the SEC at the SEC’s website at www.sec.gov. These materials contain important information and holders of the MFS shares are urged to read them carefully prior to making any decision with respect to their MFS shares or the Offer.

EXHIBIT 99.2

Filed by Multi-Fineline Electronix, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Multi-Fineline Electronix, Inc.

Commission File No. 000-50812

PRE-CONDITIONAL VOLUNTARY OFFER

LOGO

DBS Bank Ltd.

(Company Registration No. 196800306E)

(Incorporated in the Republic of Singapore)

for and on behalf of

Multi-Fineline Electronix, Inc.

(Incorporated in Delaware)

to acquire all the issued ordinary shares in the capital of

MFS Technology Ltd

(Company Registration No. 200009562R)

(Incorporated in the Republic of Singapore)

CAUTIONARY NOTE:

The Offeror (as defined herein) has not yet commenced the Offer (as defined herein). The Offer, if made, will be made only pursuant to an Offer Document (as defined herein) and related materials that the Offeror presently intends to distribute to holders of the MFS Shares (as defined herein). Holders of the MFS Shares should read carefully the Offer Document and related materials when (and if) they become available because they will contain important information. Holders of the MFS Shares and investors may download a free copy of the Proxy Statement of the Offeror, the Offer Document and other documents that the Offeror intends to file with the U.S. Securities and Exchange Commission (the “SEC”) at the SEC’s website at www.sec.gov when such documents become available.

This announcement does not constitute an offer to sell, or an invitation of an offer to buy, the securities of Multi-Fineline Electronix, Inc. Nor does this announcement constitute an attempt to solicit a proxy with respect to any of the matters described herein, from any stockholder of Multi-Fineline Electronix, Inc. Any such offer or proxy solicitation will be made, if at all, only pursuant to proxy statement and the prospectus/offer document included in an effective registration statement filed with the SEC.

1.	INTRODUCTION

1.1 DBS Bank Ltd. (“DBS Bank”) is pleased to announce, for and on behalf of Multi-Fineline Electronix, Inc. (“M-Flex”), that, subject to the satisfaction or waiver of the Pre-Conditions as referred to in Section 2 below, M-Flex or one of its subsidiaries (the “Offeror”), intends to make a voluntary conditional general offer (the “Offer”) to acquire all the issued ordinary shares (the “MFS Shares”) in the capital of MFS Technology Ltd (“MFS”). The Offer Price (as detailed in Section 3.1 below) will be (i) S$1.15 (U.S.$0.71) per share if the Offeror receives valid acceptances in respect of less than 90 percent of the MFS Shares (other than those already held by the Offeror, its related corporations¹ or their respective nominees as of the date of the Offer) or, as the case may be, (ii) S$1.20 (U.S.$0.74) per share if the Offeror receives valid acceptances in respect of not less than 90 percent of the MFS shares (other than those already held by the Offeror, its related corporations or their respective nominees as of the date of the Offer) (the foregoing U.S. amounts are based on an exchange rate of U.S. $1.00 to S$1.6227 as reported on Bloomberg on March 28, 2006). As an alternative to cash, each holder of MFS Shares will be also offered the opportunity to receive 0.0145 new shares of M-Flex Common Stock (the “M-Flex Common Stock”) for each MFS Share tendered.

1.2 M-Flex is incorporated in Delaware, USA and is listed on the NASDAQ National Market under the symbol “MFLX.” The major shareholder of both M-Flex and MFS is WBL Corporation Limited (“WBL”) which is listed on the Singapore Exchange Securities Trading Limited (“SGX-ST”). WBL beneficially owns approximately 61% of the common stock of M-Flex and approximately 56% of the ordinary shares of MFS.

2.	PRE-CONDITIONS TO THE MAKING OF THE OFFER

2.1 The making of the Offer and the posting of the formal offer document containing the terms and conditions of the Offer will be set forth in a prospectus/offer document (the “Offer Document”) and will be subject to, and will only take place following, the satisfaction or waiver, if applicable, of the pre-conditions set out below and set out in full in Appendix I to this Announcement (collectively, “Pre-Conditions” and each a “Pre-Condition”). The Pre-Conditions include, without limitation:

(i)

the approval of the SEC to the use of the Offer Document to be sent to the holders of MFS Shares and the Proxy Statement to be sent to the holders of M-Flex Common Stock; and

(ii)

the approval, if required, of the shareholders of WBL, for WBL to accept the Offer and tender the MFS Shares held by it or its subsidiaries or nominees (other than those held by the Offeror) pursuant to acceptance of the Offer.

The Offeror intends to commence the Offer as soon as practicable after the foregoing approvals are obtained and the other conditions set out in Appendix I hereto are satisfied or waived, if applicable. Accordingly, all references to the Offer in this Announcement refer to the possible Offer which will only be made if and when the Pre-Conditions described in Appendix I hereto are satisfied or waived, if applicable.

If and when the Pre-Conditions are satisfied or waived, DBS Bank, for and on behalf of the Offeror, will announce the firm intention on the part of the Offeror to make the Offer (the “Offer Announcement”). The Offer Document will be dispatched to the shareholders of MFS (“MFS Shareholders”) between 14 days and 21 days from the date of the Offer Announcement, if any. However, if the Pre-Conditions are not satisfied or waived by the Offeror (as the case may be) on or before December 31, 2006 or such later date as the Offeror may determine in consultation with the Securities Industry Council (the “SIC”), the Offer will not be made and DBS Bank will issue an announcement for and on behalf of the Offeror confirming that fact as soon as reasonably practicable.

¹	Under the Companies Act (Chapter 50) Singapore:

(i)	where a corporation:

(a)

is the holding company of another corporation;

(b)

is a subsidiary of another corporation; or

(c)

is a subsidiary of the holding company of another corporation,

that first-mentioned corporation and that other corporation shall for be deemed to be related to each other.

(ii)	“corporation” means any body corporate formed or incorporated or existing in Singapore or outside Singapore and includes any foreign company but does not include -

(a)

any body corporate that is incorporated in Singapore and is by notification of the Minister in the Gazette declared to be a public authority or an instrumentality or agency of the Government or to be a body corporate which is not incorporated for commercial purposes;

(b)

any corporation sole;

(c)

any co-operative society;

(d)

any registered trade union; or

(e)

any limited liability partnership.

3.	THE OFFER

3.1 Subject to the satisfaction of the Pre-Conditions, the Offeror will make the Offer for all the MFS Shares (the “Offer Shares”) in accordance with Rule 15 of The Singapore Code on Take-Overs and Mergers (the “Singapore Code”) and the U.S. Securities Act of 1933 and will seek approval of the holders of M-Flex Common Stock of the issuance of the new shares of M-Flex Common Stock in the Offer in accordance with the U.S. Securities and Exchange Act of 1934, and the rules and regulations promulgated thereunder and the rules of The Nasdaq Stock Market. The Offer, if made, will also be subject to the terms and conditions set out in the Offer Document. The Offer, if made, will be on the following basis:

(i)

For each Offer Share tendered, 0.0145 new shares of M-Flex Common Stock (the “Stock Consideration”); provided that any holder of Offer Shares who elects to take the Stock Consideration will be required, as a condition thereof, to agree not to sell any of the Stock Consideration for a period of six months after the closing of the Offer, if it closes.

(ii)

The cash consideration (the “Cash Consideration”) of the following:

(a)

if the Offeror receives valid acceptances pursuant to the Offer in respect of less than 90 percent of the Offer Shares (other than those already held by the Offeror, its related corporations or their respective nominees as of the date of the Offer):

For each Offer Share: S$1.15 (U.S. $0.71) in cash; or

(b)

if the Offeror receives valid acceptances pursuant to the Offer in respect of not less than 90 percent of the Offer Shares (other than those held by the Offeror, its related corporations or their respective nominees as of the date of the Offer):

For each Offer Share: S$1.20 (U.S. $0.74) in cash

A MFS Shareholder who accepts the Offer shall have in relation to each Offer Share the right to elect to receive either the Stock Consideration or the Cash Consideration, but not both.

Fractions of shares of M-Flex Common Stock will not be issued to any holder of Offer Shares who accepts the Offer and fractional entitlements will be disregarded.

The Offer Shares are to be acquired fully paid and free from all liens, charges, pledges and other encumbrances and together with all rights, benefits and entitlements attached thereto as of the date of this Announcement and hereafter attaching thereto, including the right to all dividends, rights and other distributions (if any) declared thereon or that have a record date on or after the date of the Offer Announcement.

The Offer Shares may be held by a nominee company(ies) on behalf of the Offeror. The Offeror also reserves the right to transfer any of the Offer Shares to any of its related entities.

3.2 The Offer, if made, will be extended, on the same terms and conditions, to:

(i)

all the issued MFS Shares, including MFS Shares owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer; and

(ii)

all new MFS Shares unconditionally issued or to be issued pursuant to the valid exercise prior to the close of the Offer of any options (each, an “Option”) to subscribe for new MFS Shares granted under the MFS Share Option Scheme.

For the purpose of the Offer, the expression “Offer Shares” shall include all such MFS Shares.

Pursuant to the Offer and based on the terms of the Offer as of the date of this Announcement, as an alternative to the Cash Consideration and upon the election of the MFS Shareholders to receive the Stock Consideration, M-Flex will issue up to approximately 9.5 million shares of M-Flex Common Stock, representing approximately 28% of the issued and outstanding share capital of 33.9 million shares of M-Flex Common Stock (assuming full acceptances of the Offer and full election of the Stock Consideration and based on 24,379,484 shares of M-Flex Common Stock outstanding as of February 28, 2006). The shares of M-Flex Common Stock issued to the MFS Shareholders will, on issue, be credited as fully paid and shall rank pari passu in all respects with the existing shares of M-Flex Common Stock, except that any MFS Shareholder (including any MFS Shareholder which is a related entity of M-Flex or a nominee of such MFS Shareholder) who elects to take the Stock Consideration will be required, as a condition thereof, to agree not to sell any of the shares of M-Flex Common Stock received as Stock Consideration for a period of six months after the closing of the Offer, if it closes. M-Flex Common Stock is currently listed on the NASDAQ National Market.

3.3 The Offer, if made, will be conditional upon the following:

(i)

The Offeror having received, by the close of the Offer, valid acceptances in respect of such number of Offer Shares which will result in the Offeror (together with persons acting or deemed to be acting in concert with it)² holding such number of MFS Shares carrying more than 64% of the voting rights attributable to the issued share capital of MFS as of the close of the Offer (including any voting rights attributable to MFS Shares issued or to be issued pursuant to the valid exercise of the Options prior to the close of the Offer);

(ii)

the conditions set out in Appendix II to this Announcement, which include without limitation approval of the Offeror’s stockholders for the issuance of shares of the Offeror in connection with the Offer being obtained at a special meeting of the stockholders of the Offeror; and

(iii)

such other conditions as may be imposed by the Offeror after prior consultation with the SIC.

Accordingly, the Offer will not become or be capable of being declared unconditional as to acceptances until the close of the Offer, unless at any time prior to the close of the Offer, the Offeror has received valid acceptances in respect of such number of Offer Shares which will result in the Offeror (together with persons acting or deemed to be acting in concert with it) holding such number of MFS Shares carrying more than 64% of the maximum potential issued share capital of MFS. For this purpose, the “maximum potential issued share capital of MFS” means the total number of MFS Shares which would be in issue had all the Options been validly exercised as at the date of such declaration.

The conditions of the Offer will be set out in detail in the Offer Announcement, if made.

4.	OPTIONS

At December 31, 2005, there were Options outstanding with respect to approximately 11.9 million MFS Shares granted under the MFS Share Option Scheme. Under the rules of the MFS Share Option Scheme, the Options are not freely transferable by the holders of the Options. In view of this restriction, if the Offer is made, the Offeror will not make an offer to acquire the Options. The Offeror, will, however, if required in accordance with Rule 19 of the Code, make an appropriate offer or proposal to the holders of such Options if the Offer is made.³

Under the Singapore Code, persons “acting in concert” (as defined in the Singapore Code) with the Offeror in connection with the Offer, shall comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), co-operate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company, and shall be presumed to include, inter alia, the following unless the contrary is established:

(a)

the following companies:-

(i)

a company;

(ii)

the parent of (i);

(iii)

the subsidiaries of (i);

(iv)

the fellow subsidiaries of (i);

(v)

the associated companies of any of (i), (ii), (iii) or (iv); and

(vi)

companies whose associated companies include any of (i), (ii), (iii), (iv) or (v);

(b)

a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts);

(c)

a company with any of its pension funds and employee share schemes; and

(d)

partners.

Under the Singapore Code, Rule 19 states, inter alia, that where an offer is made for equity share capital and the offeree company has instruments convertible into, rights to subscribe for and options in respect of securities being offered for or which carry voting rights (“stocks”) outstanding, the Offeror must make an appropriate offer or proposal to the holder of the stocks. Equality of treatment is required.

For the avoidance of doubt, the Offer, if made, will be extended to all new MFS Shares unconditionally issued or to be issued pursuant to the valid exercise prior to the close of the Offer of any Options granted under the MFS Share Option Scheme, as stated in Section 3 above.

5.	BENCHMARKING THE OFFER

5.1 The Stock Consideration, based on M-Flex closing stock price of US$63.82 and an exchange rate of US$1.00 : S$1.6227 on March 28, 2006, values each of the Offer Shares at approximately S$1.50, which represents:

(i)

a premium of approximately 30.4% over the last transacted price of S$1.15 per MFS Share on the SGX-ST on March 29, 2006, being the latest trading date prior to this Announcement;

(ii)

a premium of approximately 36.4% over the volume weighted average prices of MFS Shares on the SGX-ST of S$1.10 over the last one (1) month prior to but including March 29, 2006, being the latest trading date prior to this Announcement; and

(iii)

a premium of approximately 70.5% over the volume weighted average prices of MFS Shares on the SGX-ST of S$0.88 over the last six (6) months prior to but including March 29, 2006, being the latest trading date prior to this Announcement.

5.2 The Cash Consideration of S$1.15 for each Offer Share represents:

(i)

a premium of approximately 4.5% over the volume weighted average prices of MFS Shares on the SGX-ST of S$1.10 over the last one (1) month prior to but including March 29, 2006, being the latest trading date prior to this Announcement; and

(ii)

a premium of approximately 30.7% over the volume weighted average prices of MFS Shares on the SGX-ST of S$0.88 over the last six (6) months prior to but including March 29, 2006, being the latest trading date prior to this Announcement.

5.3 The Cash Consideration of S$1.20 for each Offer Share represents:

(i)

a premium of approximately 4.3% over the last transacted price of S$1.15 per MFS Share on the SGX-ST on March 29, 2006, being the latest trading date prior to this Announcement;

(ii)

premium of approximately 9.1% over the volume weighted average prices of MFS Shares on the SGX-ST of S$1.10 over the last one (1) month prior to but including March 29, 2006, being the latest trading date prior to this Announcement; and

(iii)

a premium of approximately 36.4% over the volume weighted average prices of MFS Shares on the SGX-ST of S$0.88 over the last six (6) months prior to but including March 29, 2006, being the latest trading date prior to this Announcement.

6.	IRREVOCABLE UNDERTAKINGS

As of the date of this Announcement, WBL has given an irrevocable undertaking (the “WBL Undertaking”), subject to obtaining the approval of WBL’s shareholders:

(i)

to accept the Offer in respect of the number of MFS Shares held by it or its subsidiaries or nominees as set out in the table below (the “MFS Controlled Shares”);

(ii)

to elect to receive the Stock Consideration in connection thereto;

(iii)

not to support any Competing Transaction;⁴

(iv)

to cause all shares of M-Flex Common Stock owned or controlled by WBL directly or through its subsidiaries or nominees (the “M-Flex Controlled Shares”) to be counted at any meeting of the stockholders of M-Flex for purposes of establishing a quorum and to vote or consent the M-Flex Controlled Shares for the issuance of the shares of M-Flex Common Stock in the Offer and against any Competing Transaction; and

(v)

to promptly take all required action to seek the approval of WBL’s shareholders for WBL to accept the Offer, if such approval is required.

The WBL Undertaking will lapse if, inter alia, the approval of WBL’s shareholders for it to accept the Offer and to tender the MFS Controlled Shares in the Offer, if required, is not obtained; or if the closing of the Offer has not occurred by December 31, 2006.

In addition, each of Pang Tak Lim (“PTL”) and Lester Wong (“LW”), directors and shareholders of MFS, has given an irrevocable undertaking (collectively, the “PTL and LW Undertakings”) to the Offeror to accept the Offer in respect of the number of MFS Shares held by him or his nominees as set out in the table below.

The PTL and LW Undertakings will lapse if, inter alia, the approval of WBL’s shareholders for WBL to accept the Offer and to tender the MFS Controlled Shares in the Offer, if required, is not obtained.

⁴

For purposes of WBL’s undertaking agreement, a “Competing Transaction” means any action, proposal, agreement or transaction, including, any competing offer or transaction, the purpose or effect of which would be to prevent, delay, postpone or materially adversely affect the Offer and/or any matters related to or in connection therewith.

At March 28, 2006, the number of MFS Shares held by each of WBL, PTL and LW were as set out below:


Name	Number of MFS Shares		As a percentage of the entire issued share capital of MFS⁽²⁾
WBL	364,506,000	⁽¹⁾	55.7	%
PTL	8,113,500		1.2	%
LW	750,000		0.1	%

Notes:

(1)	WBL is deemed to own or control these MFS Shares through its subsidiary, Wearnes Technology (Private) Limited (“WT”).

(2)	Based on the total issued share capital of 654,655,497 MFS Shares as shown in the company information search of the Accounting & Corporate Regulatory Authority (“ACRA”) as of March 29, 2006.

Save as disclosed in this Announcement, neither the Offeror nor any party acting in concert with it has received any irrevocable undertaking from any other party to accept or reject the Offer.

7.	INFORMATION ON THE OFFEROR

M-Flex is a publicly traded company incorporated as Multi-Fineline Electronix, Inc. in California in October 1984. In connection with its initial public offering, M-Flex reincorporated as Multi-Fineline Electronix, Inc. in Delaware on June 4, 2004. M-Flex’s common stock is listed on the NASDAQ National Market under the symbol “MFLX.”

At February 28, 2006 there were 24,379,484 shares of M-Flex Common Stock outstanding and the options and Restricted Stock Units outstanding as of February 28, 2006 are set out in Section 11.2 below. At February 28, 2006, only entities affiliated with WBL beneficially owned over 5% of the shares of M-Flex Common Stock, in the amounts listed in the table set out in Section 11.3 below amounting to an aggregate of approximately 61% of the shares of M-Flex Common Stock.

M-Flex is a global provider of flexible printed circuits and component assembly solutions to the electronics industry which offers an integrated flexible printed circuit and assembly solution from design and application engineering and prototyping through high-volume fabrication, component assembly and testing. It targets its solutions within the electronics market and, in particular, focuses on applications where flexible printed circuits facilitate human interaction with an electronic device and are the enabling technology in achieving a desired size, shape, weight or functionality of the device. Current applications for its products include mobile phones, smart mobile devices, portable bar code scanners, personal digital assistants, computer/storage devices, mobile power adapters and medical devices.

Further information relating to M-Flex can be found in the SEC website at www.sec.gov, which contains reports, registration statements and other information regarding M-Flex.

8.	INFORMATION ON MFS

MFS is a provider of flexible printed circuit (“FPC”) interconnect solutions, covering the design, manufacture and distribution of a wide spectrum of FPCs. MFS also has the expertise to provide the corresponding turnkey component assembly and application engineering services. Headquartered in Singapore since 1989, and with manufacturing facilities in China, Singapore and Malaysia. MFS currently manufactures FPCs from its facilities in Singapore, Malaysia and China and printed circuit boards in China. MFS was listed on the Official List of the Singapore Exchange Dealing and Automated Quotation System on January 16, 2002. On May 7, 2004, MFS was upgraded to the Main Board of SGX-ST.

9.	RATIONALE FOR THE OFFER AND FUTURE PLANS

M-Flex has built a track record of more than 20 years as a provider of FPCs and component assembly solutions to the electronics industry, currently with a business presence in China, Japan, Taiwan, Singapore, the Netherlands and the United States. MFS has a strong history as an interconnect solutions provider, specializing in design, manufacture and assembly of a broad range of FPC products with major operations in Singapore, China and Malaysia.

The strategic and operational synergies and financial synergies expected to result from the Offer, if made and completed, include:

Strategic and Operational Synergies

•

M-Flex expects to leverage the available capacity at MFS’ established manufacturing operations in China and Malaysia.

•

M-Flex expects the acquisition will move it toward its stated strategy of achieving customer diversification.

•

M-Flex expects to enhance marketing resources and research and development activities through expanded geographic presence to broaden the development and accelerate the capture of new customer opportunities and new product applications.

•

M-Flex expects to reduce exposure to risks related to geographic concentration with added facilities in other countries.

Financial Synergies

•

M-Flex expects to realize a reduction in overall effective tax rate through expansion of its operations and activities in countries with lower tax rates.

•

M-Flex expects to improve operational efficiencies by streamlining the manufacturing capabilities of both companies.

•

M-Flex expects to decrease manufacturing costs, primarily related to purchased materials, commonly used by both M-Flex and MFS.

At this time, unless and until the privatization of MFS takes place, the board of directors of M-Flex is of the view that the businesses of the two companies should continue to operate separately to minimize disruption to their operations. If the Offer is made and completed, the current intention of M-Flex is for the management of M-Flex to continue to operate M-Flex and for the management of MFS to continue to operate MFS. Over time, appropriate determinations will be made as to how best to integrate the operations of the two companies. Marketing resources and research and development activities are expected to be enhanced through expanded geographic presence to provide better customer coverage and manufacturing capabilities optimized for improved efficiency and productivity. Further integration activities are expected to occur in the near term.

10.

COMPULSORY ACQUISITION AND DELISTING

If the Offer is made, it is the intention of the Offeror to make MFS its wholly owned subsidiary. In furtherance thereof, the Offeror, to the extent possible, intends to delist the MFS Shares from the SGX-ST.

If the Offeror receives valid acceptances pursuant to the Offer in respect of not less than 90% of the Offer Shares (excluding the Offer Shares held by the Offeror or its related corporations or their nominees as of the date of the Offer) not owned, controlled or agreed to be acquired by parties acting or deemed to be acting in concert with the Offeror in connection with the Offer, the Offeror presently intends to exercise its right under Section 215 of the Singapore Companies Act, to compulsorily acquire those Offer Shares not acquired by the Offeror pursuant to the Offer. If the Offeror is able to proceed with the compulsory acquisition, an application will be made by the Offeror to delist MFS from the Official List of the SGX-ST.

Regardless of whether the Offeror is able to proceed with the compulsory acquisition, should the Offeror announce that valid acceptances have been received that bring the holdings owned by the Offeror and parties acting in concert with it to above 90% of the MFS Shares in issue, the SGX-ST may, pursuant to Rule 1105 of the Listing Manual, suspend the listing of the MFS Shares in the Ready and Odd-Lots markets until it is satisfied that at least 10% of the MFS Shares in issue are held by at least 500 MFS Shareholders who are members of the public. In such event, the Offeror has no intention to undertake any action for any such listing suspension to be lifted.

11.

DISCLOSURE OF SHAREHOLDINGS AND DEALINGS

11.1	Interest of Directors and Executive Officers in the Common Stock of M-Flex and Options with Respect to the Common Stock of M-Flex

As of February 28, 2006 (the date as of which the following information is most practically available), the interest of the directors and executive officers of M-Flex in the shares of M-Flex, is set forth below:


Directors and Executive Officers:	Number of Shares of Common Stock Actually Owned	Percentage of Common Stock Actually Owned(1)		Number of Shares of Common Stock Beneficially Owned (1)	Notes		Percentage of Common Stock Beneficially Owned(1)
Philip A. Harding (Chairman of the Board and Chief Executive Officer)	221,085	*		687,489	(2	)	2.8	%
Reza Meshgin (President and Chief Operating Officer)	0	*		100,855	(3	)	*
Craig Riedel (Chief Financial Officer)	2,000	*		150,023	(4	)	*
Thomas Lee (Executive VP Operations)	10,000	*		98,023	(5	)	*
Charles Tapscott (Executive VP and Chief Technology Officer)	15,000	*		31,498	(6	)	*
Peter Blackmore (Director)	0	*		8,124	(7	)	*
Richard J. Dadamo (Director)	0	*		51,249	(8	)	*
Sanford L. Kane (Director)	2,590	*		31,339	(9	)	*
Lim Huat Seng, Ph.D. (Director)	0	*		13,749	(10	)	*
Tan Choon Seng (Director)	0	*		0	(11	)	*
Sam Yau (Director)	0	*		28,749	(12	)	*
All current directors and executive officers as a group (11 persons)	250,675	1.0	%	1,201,098	(13	)	4.7	%

*	Less than 1%

(1)

The percentage of Common Stock actually owned is based on 24,379,484 shares of M-Flex Common Stock outstanding as of February 28, 2006. The beneficial ownership of shares of M-Flex Common Stock include (a) the shares of M-Flex Common Stock actually owned as set out in the first column of the table above; and (b) as to each individual, shares issuable pursuant to options which may be exercised by such individual within 60 days of February 28, 2006, which are deemed outstanding solely with respect to such individual both for purposes of disclosing the outstanding shares of each holder as well as the percentage beneficially owned by each such holder. Thus, the number of shares considered to be outstanding for the purposes of the beneficial ownership calculations in the table above may vary depending on the individual’s particular circumstances.

(2)	Includes 221,085 shares held of record by the Philip A. Harding and Barbara R. Harding Family Trust dated January 18, 1994 and 466,404 shares subject to options held by Mr. Harding that are exercisable within 60 days of February 28, 2006.

(3)	Consists of 100,855 shares subject to options that are exercisable within 60 days of February 28, 2006.

(4)	Includes 148,023 shares subject to options that are exercisable within 60 days of February 28, 2006 and 2,000 shares held of record.

(5)	Includes 88,023 shares subject to options that are exercisable within 60 days of February 28, 2006 and 10,000 shares held of record.

(6)	Includes 16,498 shares subject to options that are exercisable within 60 days of February 28, 2006 and 15,000 shares held of record.

(7)	Consists of 8,124 shares subject to options that are exercisable within 60 days of February 28, 2006.

(8)	Consists of 51,249 shares subject to options that are exercisable within 60 days of February 28, 2006.

(9)	Includes 28,749 shares subject to options that are exercisable within 60 days of February 28, 2006 and 2,590 shares held of record.

(10)	Consists of 13,749 shares subject to options that are exercisable within 60 days of February 28, 2006. Dr. Lim is the Group General Manager (WearnesTech Solutions & Special Projects) for WBL.

(11)	Mr. Tan is the Chief Executive Officer and a director of WBL.

(12)	Consists of 28,749 shares subject to options that are exercisable within 60 days of February 28, 2006.

(13)	Includes 250,675 shares held of record and 950,423 shares subject to options that are exercisable within 60 days of February 28, 2006.

As of the date of this Announcement, based on the records of the Offeror, the shares of M-Flex Common Stock actually owned by the individuals set out in the first column of the table above have not changed.

11.2	Interests of Directors and Executive Officers in Options and Restricted Stock Units Granted

As of February 28, 2006 (the date as of which the following information is most practically available), options or restricted stock units outstanding under the 2004 Stock Incentive Plan, as amended (the “2004 Plan”) and under the 1994 Stock Plan, as amended (the “1994 Plan”) for the following persons are as shown in the table below. Each option had an exercise price per share equal to the fair market value on the date of grant. Restricted stock units are settled on or after the vesting date in shares of Common Stock or, in certain instances, in cash.


Name and Position	Shares Subject to Options	Option Exercise Price		Option Expiration Date	Shares Subject to Restricted Stock Units
Philip A. Harding, Chairman and Chief Executive Officer	87,090	$	2.00	Dec-14-2008
	81,075	$	2.066	Jan-31-2009
	223,035	$	4.00	Jul-11-2009
	22,500	$	3.733	May-31-2013
	115,000	$	10.00	Jun-24-2014
					12,000

Total	528,700				12,000
Reza A. Meshgin, President and Chief Operating Officer	10,000	$	2.066	Jan-31-2009
	51,900	$	4.00	Jul-11-2009
	85,000	$	10.00	Jun-24-2014
					10,000

Total	146,900				10,000
Craig Riedel, Chief Financial Officer	12,355	$	2.00	Dec-14-2008
	81,075	$	2.066	Jan-31-2009
	28,470	$	4.00	Jul-11-2009
	57,000	$	10.00	Jun-24-2014
					4,000

Total	178,900				4,000
Thomas Lee, Executive VP Operations	38,435	$	2.066	Jan-31-2009
	33,465	$	4.00	Jul-11-2009
	47,000	$	10.00	Jun-24-2014
					5,000

Total	118,900				5,000
Charles Tapscott, Executive VP and Chief Technology Officer	36,000	$	10.00	Jun-24-2014
					1,600

Total	36,000				1,600
Peter Blackmore, Director	30,000	$	20.18	Mar-2-2015

Total	30,000				—
Richard J. Dadamo, Director	22,500	$	3.733	Apr-30-2014
	30,000	$	10.00	Jun-24-2014
	15,000	$	20.81	Mar-3-2015

Total	67,500				—


Name and Position	Shares Subject to Options	Option Exercise Price		Option Expiration Date	Shares Subject to Restricted Stock Units
Sanford L. Kane, Director	30,000	$	10.00	Jun-24-2014
	15,000	$	20.81	Mar-3-2015

Total	45,000				—
Lim Huat Seng, Ph.D., Director	30,000	$	10.00	Jun-24-2014

Total	30,000				—
Tan Choon Seng, Director	0

Total	0				—
Sam Yau, Director	30,000	$	10.00	Jun-24-2014
	15,000	$	20.81	Mar-3-2015

Total	45,000				—
All current executive officers as a group (5 persons)	1,009,400				32,600
All current directors who are not executive officers as a group (6 persons)	217,500				—
All grantees, including all current officers who are not executive officers, as a group	545,133				27,390

Since February 28, 2006, there has not been an exercise of any of the options by the individuals listed above nor has there been any further grant of options under the 2004 Plan and under the 1994 Plan; however, pursuant to the terms of the 2004 Plan, each of Messrs. Blackmore, Dadamo, Kane and Yau automatically received a restricted stock unit award with respect to 2,000 shares on March 22, 2006 in connection with M-Flex’s annual stockholder meeting and on March 23, 2006, seven employees of M-Flex received restricted stock unit grants equal to an aggregate of 10,800 shares of M-Flex Common Stock.

11.3	Interests of Substantial Shareholders of M-Flex in M-Flex Common Stock

As of the date of this Announcement, the interest of the substantial stockholders of M-Flex in M-Flex common stock, is as follows:

Number of Shares of

Common Stock

Beneficially Owned

Percentage of

Common Stock

Beneficially Owned⁽¹⁾

Entities affiliated with WBL ⁽²⁾

14,817,052

(1)	The percentage of Common Stock beneficially owned is based on 24,379,484 shares outstanding as of February 28, 2006.

(2)

Represents 3,000,000 shares held by United Wearnes Technology Pte. Ltd. and 11,817,052 shares held by Wearnes Technology Pte. Ltd., each of which is a subsidiary of WBL. Lim Huat Seng, Ph.D., one of M-Flex’s directors, is the Group General Manager (WearnesTech Solutions & Special Projects) for WBL and Tan Choon Seng, one of M-Flex’s directors, is the Chief Executive Officer and a director of WBL.

11.4	Interests of the Offeror in the MFS Shares

As of the date of this Announcement, other than the WBL Undertaking and the PTL and LW Undertakings, the Offeror does not own, control and has not agreed to acquire any MFS Shares or securities which carry voting rights in MFS or are convertible into MFS Shares or securities which carry voting rights in MFS, or rights to subscribe for or options in respect of MFS Shares or such securities and has not dealt for value in any MFS Shares during the period commencing three months prior to the date of this Announcement.

11.5	Dealings in MFS Shares

Based on the latest information available to the Offeror, none of the directors of M-Flex and the subsidiaries of M-Flex or executive officers of M-Flex has dealt for value in any MFS Shares in the six months preceding the date of this Announcement.

In the interests of confidentiality, the Offeror and DBS have not made enquiries in respect of certain other parties who are or may be deemed to be acting in concert with the Offeror in connection with the Offer. Further enquiries will be made of such persons and the relevant disclosure, if applicable, will be made in due course and in the Offer Document.

11.6	Dealings in Shares of M-Flex Common Stock

Based on the latest information available to the Offeror, the following directors and executive officers of M-Flex have dealt for value in shares of M-Flex Common Stock in the six months preceding the date of this Announcement: (i) Mr. Lee, Executive Vice President of Operations of M-Flex exercised an option to buy 10,000 shares of M-Flex Common Stock on December 16, 2005, at a per share price of U.S. $10.00; (ii) Mr. Kane, one of the directors of M-Flex purchased an aggregate amount of 100 shares of M-Flex Common Stock on November 23, 2005, for an aggregate purchase price of approximately U.S. $3,550, and thereafter immediately gifted such shares; and (iii) Mr. Tapscott, Executive Vice President and Chief Technology Officer of M-Flex exercised options to buy 53,430 shares and 28,470 shares of M-Flex Common Stock on September 30, 2005, at a per share price of U.S. $2.066 and U.S. $4.00, respectively, and sold all 81,900 shares at prices ranging from U.S. $28.02 to U.S. $29.1805 per share on September 30, 2005.

Based on the latest information available to the Offeror, except as disclosed in this Announcement, none of the directors or executive officers of M-Flex has been granted any, or exercised any, options, or has been granted any restricted stock unit, in respect of shares of M-Flex Common Stock in the six months preceding the date of this Announcement.

12.

OFFER DOCUMENT

M-Flex intends to prepare and file a registration statement with the SEC that will contain a proxy statement with respect to the approval of M-Flex stockholders that is a condition precedent to issuing the shares to be issued in the Offer and a prospectus/offer document (the “Offer Document”) to be sent to MFS shareholders. Once SEC clearance is obtained and upon the approval of WBL Shareholders being obtained, if required, M-Flex will make an announcement of the conditional Offer and will also mail the proxy statement to its stockholders. A special stockholders meeting of M-Flex stockholders to approve the issue of shares of M-Flex Common Stock in the Offer will occur within 60 days after the mailing of the proxy statement.

Between 14 days and 21 days from the date of the Offer Announcement, if any, M-Flex will mail the Offer Document to shareholders of MFS. The Offer is expected to close and the transaction will be completed on or about the date of the M-Flex stockholders’ meeting assuming all of the conditions set forth in Appendix II have been satisfied or waived by such day and at least 64% of the Offer Shares accept the Offer.

MFS Shareholders are advised to exercise caution when dealing in the MFS Shares.

13.

OVERSEAS SHAREHOLDERS

If the Offer is made, the making of the offer to MFS Shareholders whose addresses are outside Singapore as shown in the register of MFS, or as the case may be, in the records of the Central Depository (Pte) Limited (“Overseas MFS Shareholders”) may be affected by the laws of the relevant overseas jurisdictions. Accordingly, Overseas MFS Shareholders should inform themselves about and observe any applicable legal requirements. Further details in relation to Overseas MFS Shareholders will be contained in the Offer Document, if the Offer is made.

14.

FURTHER INFORMATION

In connection with this Announcement, M-Flex has filed additional documents with the SEC. These documents may be obtained at the SEC website at www.sec.gov, and include the following:

(i)

Current Report on Form 8-K;

(ii)

News Release;

(iii)

Frequently Asked Questions in Relation to the Offer; and

(iv)

Conference Call Script.

Copies of these documents are attached to this Announcement.

15.

RESPONSIBILITY STATEMENT

The Directors of the Offeror (including those who may have delegated detailed supervision of this Announcement) have taken all reasonable care to ensure that the facts stated and opinions expressed in this Announcement are fair and accurate and that no material facts have been omitted from this Announcement, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted from published or otherwise publicly available sources or obtained from MFS, the sole responsibility of the Directors of the Offeror has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this Announcement.

Issued by

DBS BANK LTD.

For and on behalf of

Multi-Fineline Electronix, Inc.

March 30, 2006

Additional Information and Where to Find It

Participants in Solicitation

Stockholders and investors should carefully read the proxy statement and the prospectus/offer document, when such documents become available, and before making any voting or investment decisions.

Filed by Multi-Fineline Electronix, Inc.

pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934

Subject Company: Multi-Fineline Electronix, Inc.

Filer Company Exchange Act File No. 000-50812

APPENDIX I

PRE-CONDITIONS TO THE MAKING OF THE OFFER

(Note: capitalized but undefined terms have the meaning ascribed to such terms in the Pre-Conditional Announcement to which this Appendix is attached)

The making of the offer (the “Offer”) will be subject to the following Pre-Conditions:

(1)

Issuance of the SEC Effectiveness Order. The issuance by the SEC of an effectiveness order with respect to the registration statement that will be filed by M-Flex that will contain the proxy statement to be sent to the holders of M-Flex Common Stock and the prospectus/offer document to be sent to the holders of MFS Shares;

(2)

Approval of the Shareholders of WBL. All resolutions as may be necessary or incidental to approve the acceptance of the Offer in respect of all the MFS Shares held by WBL or its subsidiaries or nominees (other than the Offeror), and to tender such MFS Shares pursuant to acceptance of the Offer having been passed at a general meeting of WBL;

(3)

No Injunctions. No Relevant Authority shall have taken, instituted, implemented or threatened or decided or proposed to take, institute or implement, including in relation to the Offer, any action, proceeding, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, decision, ruling, statement or order or taken any other steps, and there not continuing to be outstanding any statute, regulation, decision, ruling, statement or order, which would or might:

(a)

make the Offer, its implementation or outcome or the acquisition of any MFS Shares or other securities (or the equivalent) in MFS or of control of MFS or any of its subsidiaries (collectively, the “Target Group”) or any of MFS’ associated companies or affiliates (collectively, the “Target Affiliates”) void, illegal and/or unenforceable, or otherwise, directly or indirectly, restrict, restrain, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge, hinder or frustrate or be adverse to the same (including requiring any amendment or revision of the Offer);

(b)

require, prevent or delay the divestiture or alter the terms of a proposed divestiture by any member of the Target Group or any Target Affiliate or any of the Offeror or its subsidiaries (collectively, the “Offeror Group”) or any of the Offeror’s associated companies or affiliates (the “Offeror Affiliates”) of all or any part of their respective businesses, assets or properties, or impose any limitation or prohibition on their ability to conduct their respective businesses or own any of their respective assets or properties or any part thereof or being able to carry on their respective businesses under any name which they presently do so;

(c)

impose any limitation on, or result in a delay in, the ability of the Offeror Group and the Offeror Affiliates, directly or indirectly, to acquire, hold or exercise effectively any rights of ownership of shares, loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Target Group or any Target Affiliate held or owned by it or to exercise management control over any member of the Target Group or any Target Affiliate;

I-1

(d)

other than pursuant to the Offer, require any member of the Offeror Group or any Offeror Affiliate to acquire or offer to acquire any shares or other securities (or the equivalent) in any member of the Target Group or any Target Affiliate or any asset owned by a third party;

(e)

require, prevent or delay a divestiture by any member of the Offeror Group or any Offeror Affiliate of any shares or other securities (or the equivalent) in any member of the Target Group or any Target Affiliate; and/or

(f)

otherwise materially and adversely affect the assets, business, financial condition, profits, liabilities, prospects or results of operations of any member of the Target Group or any Target Affiliate, which may cause the net assets of the Target Group to be decreased by more than 10%;

(4)	No Material Transaction. No announcement, agreement, arrangement, memorandum of understanding and/or statement of intention (whether or not legally binding) relating to any Material Transaction (as defined below) shall have been released, entered into and/or completed or consummated.

For these purposes, a “Material Transaction” means a transaction or proposed transaction involving:

(a)

any member of the Target Group or any Target Affiliate or to which any member of the Target Group or any Target Affiliate is a party (i) with a consideration or value (whether in cash or otherwise) equal to or greater than 5% of the audited consolidated net asset value of the Target Group as of the financial year ended September 30, 2005, and (ii) which is outside the ordinary course of business of the Target Group;

(b)

any issue of Target Shares (other than Target Shares issued in connection with the exercise of outstanding Options under the MFS Share Option Plan) or securities which carry voting rights in Target or are convertible into Target Shares or securities which carry voting rights in Target, or rights to subscribe for or options in respect of such securities (including without limitation, the grant of options under the Target’s stock option plans and any stock split or consolidation);

(c)

a recommendation, declaration or payment by any member of the Target Group or any Target Affiliate of dividends or other distributions (including, without limitation, interim dividends);

(whether such transaction (i) involves an acquisition, disposal, takeover or tender offer, scheme of arrangement or reconstruction, merger, consolidation or other combination, dual-listed companies structure, joint venture, strategic alliance or otherwise; or (ii) involves a single transaction or a number of related transactions and whether at one time or over a period of time);

(5)	No Material Adverse Change. Since September 30, 2005:

(a)

there having been no adverse change in the assets, business, financial condition, profits, liabilities, prospects or results of operations of the Target Group taken as a whole; and/or

(b)

no litigation, arbitration, prosecution or other legal proceedings having been instituted, announced or threatened by or against or remaining outstanding against any member of the Target Group or any Target Affiliate which could have an adverse effect on the Target Group taken as a whole, in each case so as to cause the net assets of the Target Group to be decreased by more than 10%;

I-2

(6)	Actions on the Part of Target. Since the date of the Announcement, Target and its subsidiaries shall not have:

(a)

incurred any indebtedness exceeding S$1 million other than in the ordinary course of business and consistent with past practices or any debt containing burdensome covenants;

(b)

authorized, recommended, proposed or entered into an agreement, agreement in principle or arrangement or understanding with respect to any merger, consolidation, liquidation, dissolution, business combination, acquisition of assets, disposition of assets, release or relinquishment of any material contractual right, any material change in Target’s capitalization, or other right of Target or any of its subsidiaries or any comparable event not in the ordinary course of business;

(c)

transferred into escrow any amounts required to fund or made any payments or agreed to make any payment in relation to any existing or contingent benefit, right, employee share options, employment or severance agreement with any of Target’s officers or employees other than in the ordinary course of business and consistent with past practice, or entered into or amended any employment, change in control, severance, executive compensation or similar agreement, arrangement or plan with or for the benefit of any of its officers, employees, consultants or directors, or made grants or awards or bonus payments thereunder, other than in the ordinary course of business or entered into or amended any agreements, arrangements or plans so as to provide for increased or accelerated benefits to any such persons;

(d)

except as may be required by law, taken any action to terminate or amend any employee benefit plan or share option plan of the Target or any of its subsidiaries, or the Offeror shall have become aware of any such action that was not disclosed in publicly available filings prior to the date of this Announcement;

(e)

amended or authorized or proposed any amendment to the Target’s constitutional documents, or the Offeror shall have become aware that the Target or any of its subsidiaries shall have proposed or adopted any such amendment that was not disclosed in publicly available filings prior to the date of this Announcement;

(f)

issued, sold, or authorized or announced or proposed the issuance of or sale to any person of any debt securities or any securities convertible into or exchangeable for debt securities or any rights, warrants or options entitling the holder thereof to purchase or otherwise acquire any debt securities or incurred or announced its intention to incur any debt exceeding S$1 million in principal amount otherwise than in the ordinary course of business and consistent with past practice.

The Offeror reserves the right to waive in whole or in part any or all of the above Pre-Conditions (other than Pre-Conditions (1) and (2) to the extent necessary for the purpose of effecting the Offer). Each of Pre-Conditions (3), (4), (5) and (6) may only be invoked by the Offeror when the circumstances which give rise to the right to invoke the relevant Pre-Condition are of material significance to the Offeror in the context of the Offer. In any event, each of Pre-Conditions (3), (4), (5) and (6) may only be invoked by the Offeror after prior consultation with the SIC.

I-3

APPENDIX II

CONDITIONS TO THE OFFER

(Note: capitalized but undefined terms have the meaning ascribed to such terms in the Pre-Conditional Announcement to which this Appendix is attached)

(1)	Approval of the Stockholders of the Offeror. All resolutions as may be necessary or incidental to approve, implement and effect the Offer, the acquisition of any of the shares of MFS pursuant to the Offer having been passed at a special meeting of the stockholders of the Offeror;

(2)

(a)

make the Offer, its implementation or outcome or the acquisition of any MFS Shares or other securities (or the equivalent) in MFS or of control of MFS or any of its subsidiaries (collectively, the “Target Group”) or any of MFS’ associated companies or affiliates (the “Target Affiliate”) void, illegal and/or unenforceable, or otherwise, directly or indirectly, restrict, restrain, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge, hinder or frustrate or be adverse to the same (including requiring any amendment or revision of the Offer);

(b)

require, prevent or delay the divestiture or alter the terms of a proposed divestiture by any member of the Target Group or any Target Affiliate or any of the Offeror or its subsidiaries or affiliates (collectively, the “Offeror Group”) or any of the Offeror’s associated companies or affiliates (the “Offer Affiliate”) or any Offeror Affiliates of all or any part of their respective businesses, assets or properties, or impose any limitation or prohibition on their ability to conduct their respective businesses or own any of their respective assets or properties or any part thereof or being able to carry on their respective businesses under any name which they presently do so;

(c)

(d)

(e)

II-1

(f)

(3)	No Material Transaction. No announcement, agreement, arrangement, memorandum of understanding and/or statement of intention (whether or not legally binding) relating to any Material Transaction (as defined below) shall have been released, entered into and/or completed or consummated.

For these purposes, a “Material Transaction” means a transaction or proposed transaction involving:

(a)

(b)

(c)

a recommendation, declaration or payment by any member of the Target Group or any Target Affiliate of dividends or other distributions (including, without limitation, interim dividends);

(4)	No Material Adverse Change. Since September 30, 2005:

(a)

there having been no adverse change in the assets, business, financial condition, profits, liabilities, prospects or results of operations of the Target Group taken as a whole; and/or

(b)

(5)	Actions on the Part of Target. Since the date of the Announcement, Target and its subsidiaries shall not have:

(a)

incurred any indebtedness exceeding S$1 million other than in the ordinary course of business and consistent with past practices or any debt containing burdensome covenants;

II-2

(b)

(c)

(d)

(e)

(f)

The Offeror reserves the right to waive in whole or in part any or all of the above Conditions (other than Condition (1), to the extent necessary for the purpose of effecting the Offer). Each of Conditions (2), (3), (4) and (5) may only be invoked by the Offeror when the circumstances which give rise to the right to invoke the relevant Condition are of material significance to the Offeror in the context of the Offer. In any event, each of Conditions (2), (3), (4) and (5) may only be invoked by the Offeror after prior consultation with the SIC.

II-3

EXHIBIT 99.3

[Letterhead of M-Flex]

Filed by Multi-Fineline Electronix, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934

Subject Company: Multi-Fineline Electronix, Inc.

Commission File No. 000-50812

M-Flex’s intention to acquire outstanding shares of MFS Technology Ltd—Frequently Asked Questions

Q(1).

Who is Multi-Fineline Electronix, Inc. (“M-Flex”)?

A(1).

M-Flex is a global provider of high-quality, technologically advanced flexible printed circuits and value-added component assembly solutions to the electronics industry. The company provides a seamless, integrated end-to-end flexible printed circuit solution for customers, ranging from design and application engineering, prototyping and high-volume manufacturing to turnkey component assembly and testing. M-Flex, is based in Anaheim, California and has manufacturing facilities in California and China with approximately 10,000 employees. M-Flex was incorporated in 1984 in California, reincorporated in Delaware and went public in 2004. Its common stock is quoted on the Nasdaq National Market under the symbol MFLX. WBL Corporation Limited, or WBL, currently beneficially owns approximately 61% of the outstanding common stock of M-Flex.

Q(2).

Who is MFS Technology Ltd (“MFS”)?

A(2).

MFS is engaged in the design, manufacture and distribution of flexible printed circuits and flexible printed circuits boards and turnkey component assembly services for flexible printed circuits. MFS is based in Singapore and has manufacturing facilities in Singapore, Malaysia and China, with approximately 2,400 employees. MFS was incorporated in 1988, changed its name in 2002 and went public in 2002. In 2004, MFS was upgraded to the Main Board of Singapore Exchange Securities Trading Limited (SGX-ST), where it trades under the symbol MFS Tech. WBL currently owns approximately 56% of the issued shares of MFS.

Q(3).

Why are M-Flex and MFS engaging in this transaction?

A(3)	The companies believe that combining their similar businesses will have several strategic synergies, including, among others:

•

Increasing the diversification of revenue stream and customer base;

•

Potentially resulting in a reduced overall effective tax rate by expanding M-Flex’s operations and activities in countries with lower tax rates;

•

Increasing manufacturing capacity and efficiency;

•

Decreasing manufacturing costs primarily related to purchased materials commonly used by both M-Flex and MFS; and

•

Facilitating the integration of worldwide marketing as well as research and development.

Q(4).

What is the structure of the transaction?

A(4).

If certain conditions are met, M-Flex expects to offer MFS shareholders the option of either cash or stock. The cash consideration with respect for each share of MFS Stock will be either S$1.15 (U.S. $0.71 based on an exchange rate of U.S. $1.00 for each S$1.6227, as reported on Bloomberg on March 28, 2006) per MFS share if less than 90% of MFS shares are tendered, excluding shares already held by M-Flex, its related entities or their respective nominees; or S$1.20 (U.S. $0.74 based on an exchange rate of U.S. $1.00 for each S$1.6227, as reported on Bloomberg on March 28, 2006) per MFS share if at least 90% of the shares held by MFS shareholders are tendered, excluding shares already held by M-Flex, its related corporations or their respective nominees. The stock consideration consists of 0.01450 shares of M-Flex common stock for each MFS share tendered. An MFS shareholder may accept the cash consideration or stock consideration but not both.

In addition, any holder of MFS shares who elects to take the stock consideration will be required to agree not to sell any of the stock consideration for a period of six months after the closing of the offer, if it closes.

Prior to the formal offer being made, certain required conditions must be satisfied or otherwise waived by M-Flex, including the following:

•

The clearance by the SEC of M-Flex’s registration statement containing the proxy statement to be sent to its stockholders and prospectus/offer document to be sent to the MFS shareholders; and

•

Approval of WBL’s shareholders, if required, at a general meeting of shareholders to be held by WBL in relation to acceptance of the offer and tendering the MFS shares pursuant to such acceptance.

Accordingly, the offer has not yet commenced and if and when the offer is made, further details of the terms of the offer will be set out in the proxy statement and prospectus/offer document. In addition, if the offer is made, certain specified conditions required for completion of the offer include approval by M-Flex’s stockholders of the issuance of shares of M-Flex common stock in the offer and that at least 64% of the MFS shares are tendered. If the offer is completed, MFS will become a subsidiary of M-Flex.

Q(5).

What is WBL going to do in the offer?

A(5).

WBL currently owns approximately 56% of the issued shares of MFS. It has given an irrevocable commitment to M-Flex to tender all of its shares in the offer and has agreed to accept stock of M-Flex and not cash, subject to approval of its shareholders, if required, being obtained. If the closing of the offer has not occurred by December 31, 2006, this undertaking will lapse.

Q(6).

How many shares of M-Flex common stock will be issued in the offer?

A(6).

Assuming all MFS shareholders accept the offer in full and elect to receive shares of M-Flex common stock, M-Flex will issue approximately 9.5 million shares of common stock, representing approximately 28% of its outstanding stock after completion of the offer.

Q(7).

How much cash could M-Flex pay in the offer?

A(7).

Assuming all MFS shareholders accept the offer in full, and if only WBL elects to receive shares of M-Flex common stock and the remaining MFS shareholders elect to receive cash, M-Flex will pay cash consideration of approximately U.S. $222 million.

Q(8).

How many shares of M-Flex common stock will there be after the offer?

A(8).

At February 28, 2006, M-Flex had 24,379,484 outstanding shares of common stock. If all MFS shareholders elect to receive shares of M-Flex common stock, M-Flex will have approximately 33.8 million shares of M-Flex common stock outstanding immediately after completion of the offer. If only WBL elects to receive shares of M-Flex common stock and the remaining MFS shareholders elect to receive cash, M-Flex will have approximately 29.7 million shares outstanding immediately after completion of the offer.

Q(9).

What percentage of M-Flex will WBL own after completion of the offer?

A(9).

WBL will own beneficially between approximately 59% (assuming all the other MFS shareholders accept the offer in full and elect to receive shares of M-Flex common stock) and 68% (assuming all the other MFS shareholders accept the offer in full and elect to receive cash) (56.1% and 64%, on an effective ownership basis). The percentage will vary depending on the number of MFS shareholders who elect to receive cash and the number who elect to receive M-Flex common stock.

Q(10).

What are the major legal milestones for the transaction?

A(10).

The offer will be made only if all the specified conditions required are fulfilled or waived, including the following key milestones:

•

Clearance by the SEC of the M-Flex registration statement containing the proxy statement to be sent to its stockholders and prospectus/offer document to be sent to the MFS shareholders;

•

Approval of WBL’s stockholders, if required, at a general meeting of the stockholders of WBL in relation to the acceptance of the offer and tendering the MFS shares pursuant to such acceptance.

As soon as reasonably practicable M-Flex intends to prepare and file a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission that will contain a proxy statement with respect to the M-Flex special stockholders meeting and a prospectus/offer document to be sent to MFS shareholders. Once SEC approval is obtained and approval of the shareholders of WBL is obtained, if required, M-Flex will announce the offer and thereafter will mail the proxy statement to its stockholders. Between 14 days and 21 days from the date of the announcement of the offer, if any, M-Flex will mail the prospectus/offer document to MFS shareholders. The offer will be conditional upon, among other things, the approval of the stockholders of M-Flex of the issuance of shares of M-Flex Common Stock in the offer and at least 64% of the MFS shares being tendered. The prospectus/offer document will contain the terms and conditions of the offer.

Q(11).

Is regulatory approval required?

A(11).

There are no regulatory approvals that are expected to be required in either the United States or Singapore in order for the transaction to be completed, except the approval by the SEC of the M-Flex registration statement containing the proxy statement with respect to the M-Flex special stockholders meeting and the prospectus/offer document to be sent to MFS shareholders.

Q(12).

When is the offer expected to be completed?

A(12).

If and when the offer is made and after the Offer Document is sent to MFS shareholders, the close of offer will have to take place within 60 days, or the offer will lapse.

Q(13).

How was the exchange ratio and consideration to be offered determined?

A(13).

The exchange ratio and consideration were determined through an arms’ length negotiation among the parties, and approved by the respective special committees of the independent board members of each party. Among other things M-Flex’s board and special committee considered the historical operating results, the share price performance and the prospects of the two companies in determining the offer price and exchange ratio.

Q(14).

Are there walk-a-way provisions?

A(14).

After the announcement of the intention of M-Flex to make the offer, M-Flex may, in consultation with the Securities Industry Council of Singapore, elect not to proceed with the offer if any of the specified conditions are not satisfied or otherwise waived by M-Flex.

For full details of the conditions, please refer to the announcement released by DBS Bank Ltd for and on behalf of M-Flex dated March 30, 2006, which was filed as an exhibit to M-Flex’s Form 8-K filed on March 30, 2006.

In addition, if the offer is not closed by December 31, 2006, WBL’s obligations under its commitment to accept the offer with respect to its shareholding of 56% in MFS will terminate, unless it agrees to extend those obligations.

Even if these required conditions are satisfied and if and when the offer is made, unless at least 64 percent of the MFS shares are tendered and the satisfaction or waiver of other conditions as may be specified, completion of the offer will not occur.

Q(15).

What happens if the offer is not completed and the transaction falls through?

A(15).

If the offer is made, but the conditions required to complete of the offer are not satisfied or waived by M-Flex by December 31, 2006, the offer will lapse. In such event, both companies will remain as separate entities under the common control of WBL, and will continue to pursue their own business strategies for growth.

Q(16).

Are there no shop and breakup provisions in this deal?

A(16).

There are no break-up or termination fees in the transaction. However, WBL has given a no shop undertaking that will expire if the offer is not completed by December 31, 2006.

Q(17).

What will be the structure of M-Flex after the transaction?

A(17).

MFS will become a subsidiary of M-Flex, and WBL will remain as the major shareholder of M-Flex.

If M-Flex receives acceptances of not less than 90% in respect of MFS shares (excluding the MFS shares held by WBL), the present intention of M-Flex is to acquire the remaining MFS shares through a cash-out transaction and privatize MFS.

Q(18).

Who will run the combined company?

A(18).

If MFS is privatized, both the executive team and board of directors of MFS will be consolidated under M-Flex. If MFS is not privatized, we expect to continue to operate M-Flex primarily with the management team in Anaheim, California and the management of MFS will continue to operate MFS from Singapore, while taking advantage of expected opportunities to integrate certain functions of the companies in the near term, which may include marketing and research and development.

Q(19).

What will be the combined company’s board makeup?

A(19).

The directors of M-Flex, immediately prior to the offer, will continue to be the members of the board, immediately after the offer. If MFS is not privatized as part of the transaction (i.e., through the acquisition of a sufficient number of shares to make it a wholly owned subsidiary of M-Flex), then the board of MFS will consist of directors that are nominated and elected at an annual meeting of shareholders of MFS conducted in accordance with Singapore law.

Q(20).

Where will the combined company be headquartered?

A(20).

M-Flex will continue to operate its business from Anaheim, California. MFS will continue to operate its business from Singapore.

Q(21).

Why won’t the two companies’ businesses be combined?

A(21).

At this time, unless and until the privatization of MFS takes place, the board of directors of M-Flex believes that the businesses of the two companies should continue to operate separately to minimize disruption to their operations. We expect to take advantage of such synergies by combining worldwide marketing and integrating research and development for M-Flex and MFS.

Q(22).

What are the revenues of the two companies?

A(22).

For the fiscal year ended September 30, 2005, the net revenues of M-Flex were U.S. $357 million (approximately S$579 million) and the revenues of MFS were S$380 million (approximately U.S. $235 million).

Q(23).

How will M-Flex finance the cash consideration to be paid in the transaction?

A(23).

M-Flex expects to fund the cash consideration from internal resources and external debt/borrowings.

Q(24).

What is the impact of the transaction on M-Flex’s EPS?

A(24).

The pro forma financial effects of the transaction on M-Flex’s EPS for 2005 will be set out in the Registration Statement of M-Flex to be filed with the SEC.

Q(25).

If this deal goes through, will there be layoffs?

A(25).

The two companies will continue to operate as separate organizations for the foreseeable future. Given that the companies participate in an expanding market with worldwide opportunities no lay-offs are currently planned.

Q(26).

What impact will the merger have on M-Flex’s manufacturing capacity?

A(26).

The merger is expected to enable M-Flex to leverage the available capacity at MFS’ established manufacturing operations in all facilities.

Q(27).

Will M-Flex employees’ compensation and benefits change as a result of the transaction?

A(27).

No. M-Flex employees’ compensation and benefits are not expected to be affected due to the transaction.

Q(28).

What happens to my M-Flex stock options?

A(28).

Nothing. Your M-Flex stock options will not be affected.

Q(29).

What happens to my M-Flex shares?

A(29).

Nothing. Your M-Flex shares will remain outstanding.

Q(30).

Describe why you have a different implied purchase price based on whether shareholders elect stock or cash.

A(30).

The share price of M-Flex and MFS have been quite volatile over the past few weeks, potentially influenced by the disclosure that was requested by the Singapore Exchange Securities Trading Limited that described that MFS was in discussions with another party. Our goal with the current structure was to try and find an exchange ratio that counterbalanced some of this activity — reflecting that both stocks may be trading in anticipation of the proposed deal. The stock ratio was largely driven by the relative contributions of historical and expected profits of each party. The cash price was set at a value to encourage participation in the transaction while providing a minimum value that MFS’ shareholders would receive—independent of where our stock is trading.

Q(31).

Describe why you have gone with a two tiered cash approach.

A(31).

Our two tier proposal was designed to encourage participation by the minority shareholders of MFS. It is our intent to privatize MFS as part of the process. The mechanism for doing so is accelerated when we cross the 90% threshold—which in turn benefits our stockholders.

Q(32).

What is the risk that another bidder will appear?

A(32).

It is unlikely that another bidder will try to acquire MFS because the majority owner of MFS and M-Flex, WBL, has irrevocably agreed to support the transaction.

Q(33).

Is there anything special about the U.S. stockholder approval process?

A(33).

Per our charter, transactions involving a related party that are otherwise subject to stockholder approval require approval by a majority of the shares of stock held by disinterested stockholders of M-Flex who vote at the special meeting.

Q(34).

Have you appointed teams to study operational synergies which will be pursued through the merger?

A(34).

Synergies to date have been identified by senior managements of the combined company. Now that the transaction has been publicly announced, Messrs. Pang and Harding will engage operational teams to develop integration plans.

xxxxxxxxxxxxxxxxxxxxxxx

Additional Information and Where to Find It

M-Flex plans to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will contain a proxy statement with respect to the special stockholders meeting to be held by M-Flex and a prospectus/offering circular with respect to the offer to be made to the stockholders of MFS, and other relevant documents concerning the proposed transaction. Information contained in this document is not a substitute for the information contained in the proxy statement or the prospectus/offering circular, which will be part of the registration statement on Form S-4. Stockholders and investors are urged to read the proxy statement and prospectus/offering circular when they become available and any other relevant documents filed with the SEC because they will contain important information, including detailed risk factors about M-Flex, MFS and the proposed transaction. These documents are or will be available free of charge at the SEC’s website (www.sec.gov) or by directing a request for such a filing to M-Flex at 3140 East Coronado Street, Suite A, Anaheim, California 92806, Attention: Investor Relations, or by telephone at (714) 573-1121, or by email at investor_relations@mflex.com, or through the Company’s website (www.mflex.com) as soon as reasonably practicable after such material is filed with or furnished to the SEC. This information also will be available on the website of the Singapore Securities Exchange Trading Limited at www.sgx.com.

Participants in Solicitation

M-Flex, MFS and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from M-Flex stockholders in connection with the proposed transaction. Information about the directors and executive officers of M-Flex and their ownership of M-Flex stock is set forth in the proxy statement for M-Flex’s 2006 Annual Meeting of Stockholders. Information about the directors and executive officers of MFS and their ownership of MFS shares is set forth in the annual report of MFS. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement and prospectus/offering with respect to the transaction, when such documents become available.

Stockholders and investors should carefully read the proxy statement and the prospectus/offering circular, when such documents become available, and before making any voting or investment decisions.

Cautionary Information Regarding Forward-Looking Statements

Responsibility Statement

The Directors of M-Flex (including those who may have delegated detailed supervision of this document) have taken all reasonable care to ensure that the facts stated and opinions expressed in this document are fair and accurate, and they jointly and severally accept responsibility accordingly.

Where any information has been extracted from published or otherwise publicly available sources or obtained from MFS, the sole responsibility of the directors of M-Flex has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this document.

EXHIBIT 99.4

Project Midas

CEO’s Script

Filed by Multi-Fineline Electronix, Inc.

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12

under the Securities and Exchange Act of 1934

Subject Company: Multi-Fineline Electronix, Inc.

Filer Company Exchange Act File No. 000-50812

CEO’s opening script remarks:

Welcome to this conference call in which we will discuss the announcement of our intention to make an offer to acquire the shares of MFS Technology Ltd

Before we begin, Connie Chandler, from our investor relations firm, will review our safe harbor statement.

(INVESTOR RELATIONS COUNSEL TO RECITE SAFE HARBOR)

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this script, including statements as to expected synergies the combined companies will realize as a result of the transaction, and other statements identified by words such as “believes,” “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including specifically risks associated with the expected synergies of the proposed transaction, and the other risks and uncertainties set forth in the reports filed by M-Flex with the SEC, including its most recently filed Form 10-Q for the quarter ended December 31, 2005. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this script. Unless legally required, M-Flex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

As you are aware, we announced today, our intention to make an offer to acquire the outstanding shares of MFS – a publicly-traded company listed on the Singapore Exchange Securities Trading Limited.

We want to take the opportunity today to review some of the details of the offer and talk with you about the synergies we believe will result from our anticipated acquisition of MFS.

MFS is a one-stop provider that specializes in design, manufacture and distribution of flexible printed circuits and flexible printed circuit boards and turnkey component assembly services for flexible printed circuits with approximately 318,000 square feet of manufacturing space in Singapore, Malaysia and China.

We are competitors in the marketplace as well as sister companies, given that WBL Corporation Limited (“WBL”) is the majority stockholder of both Multi-Fineline Electronix, Inc. (“M-Flex”) and MFS. Members of our management teams have known each other for years and the companies have, on occasion, collaborated operationally with one another. This history of collaboration should facilitate the anticipated merger of our companies as we become, based on historical revenue, the world’s second largest manufacturer of flexible printed circuits and value-added component assemblies used in electronic devices.

Let’s first discuss the overall structure of the transaction.

M-Flex intends to make an exchange offer for all of the outstanding shares of MFS. Based on the offer, M-Flex expects to offer MFS shareholders the option of either cash or stock. The cash consideration for each share of MFS Stock will be either: S$1.15 (U.S.$0.71) per MFS share, based on an exchange rate of U.S. $1.00 = S$1.6227 as of March 28, 2006, if the acceptance level does not reach 90%, excluding those shares held by M-Flex, its related corporations or their respective nominees or S$1.20 (U.S.$0.74) per MFS share, based on an exchange rate of U.S. $1.00 = S$1.6227 as of

March 28, 2006) if the acceptance level reaches or exceeds 90% of the MFS shares excluding those already held by M-Flex, its related corporations or their respective nominees. If stock is chosen instead of cash, 0.0145 of a share of M-Flex common stock will be exchanged for each share of MFS stock tendered. Any holder of MFS shares who elects to take the stock consideration will be required, as a condition, to agree not to sell any of the stock consideration for a period of six months after the closing of the offer, if it closes.

We determined the exchange ratio through an arms’ length negotiation among the companies approved by independent special committee members. In reaching the determination, our board and special committee considered, among other factors, the historical operating results, the share price performance and the prospects of the two companies. Before the making of the offer, certain conditions need to be satisfied including the following:

•

Clearance by the SEC of the registration statement that includes the proxy statement to be sent to the stockholders of M-Flex and the prospectus/offer document to be sent to the MFS stockholders, and

•

Approval of WBL shareholders, which may be required under Singapore law, at a general meeting of shareholders to be held by WBL in relation to acceptance of the offer and tendering of MFS shares based on to such acceptance.

Accordingly, the offer has not commenced and, if and when the offer is made, further details of the terms of the offer will be set out in the offer document, when distributed to shareholders of MFS.

In addition, if the offer is made, the conditions required for the completion of the offer include approval of M-Flex’s stockholders of the issuance of shares of M-Flex common stock in the transaction and that at least 64% of the outstanding MFS shares are tendered whether for cash or stock exchange in the offer.

WBL currently owns approximately 56% of the issued shares of MFS. WBL has made an irrevocable commitment to tender all of its shares in MFS in the offer and has agreed to accept stock of M-Flex and not cash, subject to approval of WBL shareholders, which may be required. In addition, an officer and a director of MFS have agreed to tender their shares in the offer. Together with the shares held by WBL, we will have the commitment to tender 57% of outstanding MFS shares when we make the offer.

After completion of the offer, WBL will own beneficially between approximately 59% percent, assuming all the other MFS shareholders accept the offer in full and elect to receive

shares of M-Flex common stock, and 68% percent of M-Flex (56.1% to 64%, based on effective ownership), assuming all the other MFS shareholders accept the offer in full and elect to receive cash. This percentage will vary depending on the number of MFS shareholders who elect to receive cash versus stock and the number of MFS shareholders who tender their shares.

If all MFS shareholders elect to tender their shares and to receive shares of M-Flex common stock, M-Flex will issue approximately 9.5 million shares of common stock, representing approximately 28% of its outstanding stock immediately after completion of the offer. WBL would receive approximately 5.3 million of these new shares.

As soon as reasonably practicable M-Flex intends to prepare and file a Form S-4 Registration Statement with the U.S. Securities and Exchange Commission that will contain a proxy statement to be sent to M-Flex stockholders and the prospectus/offer document to be sent to MFS shareholders. Once SEC approval is obtained and once approval of WBL shareholders is obtained, if required, M-Flex will announce the offer and thereafter will mail the proxy statement to its stockholders. Between 14 days and 21 days from the date of the announcement of the offer, if any, M-Flex will mail the prospectus/offer document to MFS shareholders. It is expected that the closing of the offer will occur on or about the date of the special stockholders meeting of M-Flex stockholders, which will occur within 60 days after the proxy statement is mailed, assuming all of the conditions for the closing of the offer have been satisfied or waived. The proxy statement and prospectus/offer document will contain the terms and conditions of the offer.

Upon completion of the offer, if made, M-Flex will continue to operate its current business and MFS will become a subsidiary of M-Flex, continuing its current business. If M-Flex receives acceptances of not less than 90% of MFS shares (excluding the MFS shares held by WBL or its subsidiaries or nominees), M-Flex intends to acquire the remaining MFS shares through a cash-out transaction and delist MFS from the Singapore Stock Exchange.

At this time, following completion of the acquisition, if MFS remains a listed company, we expect to continue to operate M-Flex primarily with the management team in Anaheim, California, and the management of MFS will continue to operate MFS from

Singapore while taking advantage of expected opportunities to integrate certain functions of the companies in the near term, which may include marketing and research and development. We believe that the synergies of the combined group can be achieved with this limited combination in the near term, and over time, management will make appropriate decisions as to how best to integrate other functions within the companies. Given that both companies participate in an expanding market with global opportunities, no lay-offs are planned or expected to result from the combination of the companies at this time.

Now I’d like to share with you what we expect to be the strategic synergies for M-Flex resulting from the acquisition:

•

M-Flex expects to have the expanded scale to pursue additional product programs in support of the growing demand for handsets. In terms of historical revenues, the combined company would become the second largest company in the world for flex and flex assembly manufacturing.

•

M-Flex expects to leverage the available capacity at MFS’ established manufacturing operations.

•

M-Flex expects the acquisition will move it toward its stated strategy of achieving customer diversification.

•

M-Flex expects to reduce exposure to risks related to geographic concentration with added facilities in other countries.

Among the financial synergies we expect M-Flex could achieve are:

•

M-Flex expects to realize a reduction in its overall effective tax rate through expansion of its operations and activities in countries with lower tax rates.

•

M-Flex expects to improve operational efficiencies by streamlining the manufacturing capabilities of both companies.

•

M-Flex expects to decrease manufacturing costs, primarily related to purchased materials, commonly used by both M-Flex and MFS.

In summary, M-Flex has a proven track record with more than 20 years as a provider of high-quality, technologically advanced flexible printed circuit and value-added component assembly solutions to the electronics industry. MFS has a strong history as well specializing in the design, manufacture and assembly of flexible printed circuit products. With a combined presence that would reach across China, Japan, Taiwan, Singapore, Malaysia, the Netherlands and the United States, we believe this acquisition would give M-Flex the broadest geographic presence and one of the most competitive positions in the global marketplace.

And now we’ll take your questions.

Additional Information and Where to Find It

M-Flex plans to file with the U.S. Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4, which will contain a proxy statement with respect to the special stockholders meeting to be held by M-Flex and a prospectus/offer document with respect to the offer to be made to the stockholders of MFS, and other relevant documents concerning the proposed transaction. Information contained in this document is not a substitute for the information contained in the proxy statement or the prospectus/offer document, which will be part of the registration statement on Form S-4. Stockholders and investors are urged to read the proxy statement and prospectus/offer document when they become available and any other relevant documents filed with the SEC because they will contain important information, including detailed risk factors about M-Flex, MFS and the proposed transaction. These documents are or will be available free of charge at the SEC’s website (www.sec.gov) or by directing a request for such a filing to M-Flex at 3140 East Coronado Street, Suite A, Anaheim, California, 92806, Attention: Investor Relations, or by telephone at (714) 573-1121, or by email at investor_relations@mflex.com, or through M-Flex’s website (www.mflex.com) as soon as reasonably practicable after such material is filed with or furnished to the SEC. This information also will be available on the website of the Singapore Securities Exchange Trading Limited at www.sgx.com.

Participants in Solicitation

M-Flex, MFS and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from M-Flex stockholders in connection with the proposed transaction. Information about the directors and executive officers of M-Flex and their ownership of M-Flex stock is set forth in the proxy statement for M-Flex’s 2006 Annual Meeting of Stockholders. Information about the directors and executive officers of MFS and their ownership of MFS shares is set forth in the annual report of MFS. Investors may obtain additional information regarding the interests of such participants by reading the Form S-4 and proxy statement and prospectus/offering with respect to the transaction, when such documents become available.

Stockholders and investors should carefully read the proxy statement and the prospectus/offering circular, when such documents become available, and before making any voting or investment decisions.

Cautionary Information Regarding Forward-Looking Statements

Except for the historical and factual information contained herein, the matters set forth in this filing, including statements as to expected synergies the combined companies will realize as a result of the transaction, and other statements identified by words such as “estimates,” “expects,” “projects,” “plans,” and similar expressions, are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially, including specifically risks associated with the expected synergies of the proposed transaction, and the other risks and uncertainties set forth in the reports filed by M-Flex with the SEC, including its most recently filed Form 10-Q for the quarter ended December 31, 2005. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Unless legally required, M-Flex undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Responsibility Statement

Where any information has been extracted from published or otherwise publicly available sources or obtained from MFS, the sole responsibility of the directors of M-Flex has been to ensure through reasonable enquiries that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this document.

M-Flex has not yet commenced the offer. The offer, if made, will be made only pursuant to a prospectus/offer document and related materials that M-Flex intends to distribute to shareholders of the MFS. Shareholders of the MFS shares should read carefully the prospectus/offer document and related materials when they become available because they will contain important information. Assuming the offer is made, shareholders of MFS and investors may download a free copy of the M-Flex proxy statement, the prospectus/offer document and other documents that M-Flex intends to file with the SEC at the SEC’s website at www.sec.gov. These materials contain important information and holders of the MFS shares are urged to read them carefully prior to making any decision with respect to their MFS Shares or the offer.

EX-99.3 4 dex993.htm UNDERTAKING AGREEMENT DATED MARCH 29, 2006 Undertaking Agreement dated March 29, 2006

CUSIP Number 62541B101

EXHIBIT 99.3

[LETTERHEAD OF WBL CORPORATION LIMITED]

To:	The Board of Directors

Multi-Fineline Electronix, Inc.

3140 East Coronado Street

Suite A, Anaheim, California 92806

The Board of Directors

MFS Technology Ltd

22 Tuas Avenue 8

Singapore 639237

March 29, 2006

Ladies and Gentlemen,

LETTER OF UNDERTAKING

1.	Definitions. For purposes of this Letter of Undertaking (this “Letter”), capitalized terms that are not otherwise defined shall have their respective meanings set forth below:

1.1.

The terms “Beneficial Ownership,” “Beneficially Owns” or any derivative thereof, when used in reference to any shares of common stock of M-Flex or ordinary shares of MFS, shall mean the power, directly or indirectly through one or more subsidiaries or nominees (as the case may be), to vote such shares at an ordinary or special or extraordinary general meeting of shareholders, in person or by proxy or representative or by written consent or otherwise, or to dispose of the economic ownership interest of such shares. For the avoidance of doubt, WBL shall be deemed to Beneficially Own all shares that are Beneficially Owned by a subsidiary of WBL.

1.2.

The term “Competing Transaction” shall mean any action, proposal, agreement or transaction, including, but not limited to, any competing offer or transaction, the purpose or effect of which would be to prevent, delay, postpone or materially and adversely affect the Proposed Transaction (as defined in paragraph 2.2 below) and/or any matters related to or in connection therewith.

1.3.	The term “M-Flex” shall mean Multi-Fineline Electronix, Inc., a Delaware corporation with its principal place of business located at 3140 East Coronado Street, Suite A, Anaheim, California 92806.

1.4.	The term “M-Flex Controlled Shares” means the shares of common stock of M-Flex that are Beneficially Owned by WBL from time to time.

CUSIP Number 62541B101

1.5.	The term “MFS” shall mean MFS Technology Ltd, a Singapore company with its principal address located at 22 Tuas Avenue 8, Singapore 639237.

1.6.

The term “MFS Controlled Shares” means the ordinary shares of MFS that are Beneficially Owned by WBL from time to time and any other shares in MFS that are entered against the name of WBL or any of its subsidiaries in the Depositary Register (as defined in Section 130A of the Singapore Companies Act) or in the register of members of MFS, whichever is applicable.

1.7.	The term “Parties” shall mean, collectively, WBL, M-Flex and MFS.

1.8.	The term “Subsidiary” shall have the meaning ascribed to it in Section 5 of the Companies Act (Chapter 50) of Singapore, and the term “subsidiaries” shall mean any one of them.

1.9.	The term “Termination Date” shall mean the earliest to occur of the following events:

1.9.1.

WBL (or any of its subsidiaries, if applicable) fails to obtain its or its subsidiaries’ shareholders’ approval(s), if required, for the Proposed Transaction to be implemented or effected (and such failure is not a result of a default by WBL of its obligations hereunder);

1.9.2.

M-Flex makes a public announcement that, or otherwise notifies MFS in writing that, it does not intend to proceed with the Proposed Transaction;

1.9.3.

the withdrawal or lapsing of the voluntary general offer as further described in paragraph 4.1.1 below;

1.9.4.

the date on which WBL tenders or accepts the voluntary general offer made by M-Flex as described in paragraph 4.1.1 below;

1.9.5.

the closing of the Proposed Transaction; or

1.9.6.

the closing of the Proposed Transaction has not occurred by 31 December 31, 2006.

1.10.

The term “WBL” shall mean WBL Corporation Limited, a Singapore company with its principal address located at 65 Chulia Street #31-00, OCBC Centre, Singapore 049513.

2.	Background.

2.1.	WBL, as at the date hereof, Beneficially Owns (i) a majority of the outstanding ordinary shares of MFS and (ii) a majority of the outstanding common stock of M-Flex.

CUSIP Number 62541B101

2.2.

WBL understands that M-Flex has agreed to acquire, through a voluntary general offer conducted in accordance with the Singapore Code on Take-Overs and Mergers, the rules of the Singapore Exchange Securities Trading Limited and the U.S. Securities and Exchange Commission, as applicable, not less than 64.7% of the outstanding ordinary shares of MFS at a consideration per share equal to, in the alternative (to be determined at the election of each tendering shareholder) (i) S$1.15 per share if M-Flex receives valid acceptances in respect of less than 90% of the MFS Shares (other than those already held by M-Flex, its related corporations or their respective nominees as at the date of the voluntary general offer) or, as the case may be, (ii) S$1.20 per share if M-Flex receives valid acceptances in respect of not less than 90% of the MFS shares (other than those already held by M-Flex, its related corporations or their respective nominees as at the date of the voluntary general offer). As an alternative to cash, each holder of MFS Shares also will be offered the opportunity to receive 0.0145 new shares of M-Flex Common Stock (the “M-Flex Common Stock”) for each outstanding MFS Share tendered (the foregoing described transaction, the “Proposed Transaction”).

2.3.

The Parties understand and agree that, as a pre-condition to effecting the Proposed Transaction, the approval of the shareholders of WBL and/or one or more of its subsidiaries or nominees may be required to be obtained by WBL and/or its relevant subsidiaries or nominees (as the case may be) pursuant to the provisions of the Singapore Companies Act, the Singapore Exchange Securities Trading Limited or otherwise may be required.

3.	Shareholder Approval Undertakings.

3.1.

In the event that WBL determines that approval of its shareholders is required in order to implement or effect the Proposed Transaction, WBL hereby irrevocably undertakes that it shall promptly take all required action to seek the approval of its shareholders to the Proposed Transaction, including, without limitation, convening a shareholders’ meeting as soon as practicable to seek its shareholders’ approval for the Proposed Transaction and for all other matters related to or in connection therewith.

4.	General Undertaking to Support Proposed Transaction.

4.1.

Subject to obtaining its shareholders’ approvals (if required), as contemplated by paragraph 3 above, WBL irrevocably agrees and undertakes that it shall, and shall cause each of its subsidiaries or nominees, to take each of the following actions, to the extent allowed under applicable laws and regulations:

4.1.1.

to tender the MFS Controlled Shares to M-Flex pursuant to a voluntary general offer made by M-Flex (i.e., accept the offer in respect of the MFS Controlled Shares) on the terms set forth in the Proposed Transaction and to elect to receive, as consideration for such tender, shares of M-Flex in accordance with the terms of the Proposed Transaction in lieu of cash (in connection with such tender, WBL agrees to hold harmless M-Flex and its officers, directors and subsidiaries, against any potential tax liability WBL or its subsidiaries (other than M-Flex and M-Flex’s subsidiaries) may incur in connection with such tender); and

CUSIP Number 62541B101

4.1.2.

appear at any meeting of the stockholders of M-Flex (in person or by proxy) to cause the M-Flex Controlled Shares to be counted as present thereat for purposes of establishing a quorum; and shall vote (or cause to be voted) all M-Flex Controlled Shares (i) in favor of and to approve the Proposed Transaction and all such matters related to or in connection therewith and otherwise in such manner as may be necessary to implement or effect the Proposed Transaction; and (ii) against any Competing Transaction. In connection herewith, WBL shall, and shall cause each of its subsidiaries to, deliver, within two (2) business days of the request of the Special Committee of the Board of Directors of M-Flex, an irrevocable proxy in a form to be agreed by WBL and M-Flex, with respect to all M-Flex Controlled Shares, and hereby irrevocably appoints Philip A. Harding, with full power of substitution, as its attorney, agent and proxy to vote or consent (or cause to be voted or consented) all such M-Flex Controlled Shares in favor of the Proposed Transaction and in favor of all such matters related to or in connection therewith and otherwise in such manner as may be necessary to implement or effect the Proposed Transaction at any special or general meeting of the stockholders of M-Flex held to obtain such approval. WBL acknowledges that the proxy to be executed and delivered by it and the proxy granted hereby, shall be coupled with an interest, shall constitute, among other things, an inducement for M-Flex to enter into the Proposed Transaction, shall be irrevocable and binding on any successor in interest of WBL and shall not be terminated by operation of law upon the occurrence of any event. Such proxy shall operate to revoke and render void any prior proxy as to any of the M-Flex Controlled Shares heretofore granted by the Stockholder.

5.	Additional Undertakings.

5.1.	WBL hereby agrees and undertakes that from the date of this Letter, except as contemplated by this Letter and the terms of the Proposed Transaction, it shall not, and shall cause each of its subsidiaries, not to:

5.1.1.

sell, transfer, tender, assign, pledge, encumber, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting trust or enter into a voting arrangement or agreement, or create or permit to exist any liens of any nature whatsoever with respect to, any of its interests in the MFS Controlled Shares or the M-Flex Controlled Shares (or agree or consent to, or offer to do, any of the foregoing);

5.1.2.

take any action that would have the effect of preventing or adversely affecting it from performing its obligations hereunder; or

5.1.3.

directly or indirectly, initiate, solicit or encourage any person to take actions that could reasonably be expected to lead to the occurrence of any of the foregoing.

5.2.	WBL hereby agrees and undertakes that from the date of this Letter it shall not sell, transfer, tender, assign, pledge, encumber, contribute to the capital of any entity, hypothecate, give or otherwise dispose of, grant a proxy or power of attorney with respect to, deposit into any voting

CUSIP Number 62541B101

trust or enter into a voting arrangement or agreement, or create or permit to exist any liens of any nature whatsoever with respect to, any of its interests in any subsidiary that Beneficially Owns any of the MFS Controlled Shares or the M-Flex Controlled Shares (or agree or consent to, or offer to do, any of the foregoing).

5.3.	WBL undertakes to do, and to cause each of its subsidiaries, to do, all such acts and things and to execute all such documents as may be required to give full effect to the undertakings contained in this Letter.

5.4.	Representations and Warranties of WBL

WBL hereby represents and warrants to M-Flex and MFS as follows:

5.4.1.

its entry into, exercise of its rights and/or performance of or compliance with its obligations under this Letter do not and will not violate or exceed any power or restriction granted or imposed by (i) any law, regulation, authorization, directive or order (whether or not being the force of law) to which it is subject or (ii) any agreement to which it is a party or which is binding on it or its assets; and

5.4.2.

as at the date hereof, WBL is (i) the Beneficial Owner of the MFS Controlled Shares (which comprise 364,506,000 ordinary shares of MFS),, (ii) the beneficial holder of 61% of the outstanding common stock of M-Flex, and such shares in MFS and M-Flex (as the case may be) are now and at all times during the term hereof be, all the securities in MFS and M-Flex (as the case may be) owned either of record or beneficially by WBL.

5.5.

WBL acknowledges and accepts that no representation or warranty is given by M-Flex or MFS or their respective directors, officers, employees, investment bankers, financial advisors, legal advisors, accountants and other representatives in relation to, or in connection with the merits or otherwise of the Proposed Transaction or the timing thereof. WBL further acknowledge that neither M-Flex nor MFS is obliged to proceed with the Proposed Transaction.

6.	Lapsing of Undertakings.

6.1.	This Letter shall come into force and be binding upon WBL from the date hereof.

6.2.	The undertakings of WBL set out in paragraphs 3, 4 and 5 above shall lapse on the Termination Date.

Governing Law. This Letter is governed by, and shall be construed in accordance with, Singapore law, and WBL agrees to submit to the non-exclusive jurisdiction of the courts of Singapore; provided, however, that the obligations of WBL set forth in paragraph 4.1.2 above shall be governed by the laws of the state of Delaware, U.S.A., and WBL agrees to submit to the exclusive jurisdiction of the courts of Delaware with respect to any controversy with respect thereto.

CUSIP Number 62541B101

8.	Third Party Rights.

A person who is not a party to this Letter has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce any term of this Letter.

Dated this 29^th day of March, 2006

/s/ TAN CHOON SENG

)

Signed by Tan Choon Seng

for and on behalf of

WBL Corporation Limited

In the presence of Jane Lim:-

GRAPHIC 5 g76118g74q09.jpg GRAPHIC begin 644 g76118g74q09.jpg M_]C_X``02D9)1@`!`@$`8`!@``#_[0SB4&AO=&]S:&]P(#,N,``X0DE-`^T` M`````!``8`````$``0!@`````0`!.$))300-```````$````'CA"24T$&0`` M````!````!XX0DE-`_,```````D```````````$`.$))300*```````!```X M0DE-)Q````````H``0`````````".$))30/U``````!(`"]F9@`!`&QF9@`& M```````!`"]F9@`!`*&9F@`&```````!`#(````!`%H````&```````!`#4` M```!`"T````&```````!.$))30/X``````!P``#_____________________ M________`^@`````_____________________________P/H`````/______ M______________________\#Z`````#_____________________________ M`^@``#A"24T$"```````$`````$```)````"0``````X0DE-!!X```````0` M````.$))300:``````!M````!@``````````````(P```',````&`&<`-P`T M`'$`,``Y`````0`````````````````````````!``````````````!S```` M(P`````````````````````````````````````````````X0DE-!!$````` M``$!`#A"24T$%```````!`````(X0DE-!`P`````"D8````!````<````"(` M``%0```LH```"BH`&``!_]C_X``02D9)1@`!`@$`2`!(``#_[@`.061O8F4` M9(`````!_]L`A``,"`@("0@,"0D,$0L*"Q$5#PP,#Q48$Q,5$Q,8$0P,#`P, M#!$,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,#`P,`0T+"PT.#1`.#A`4#@X. M%!0.#@X.%!$,#`P,#!$1#`P,#`P,$0P,#`P,#`P,#`P,#`P,#`P,#`P,#`P, M#`P,#`S_P``1"``B`'`#`2(``A$!`Q$!_]T`!``'_\0!/P```04!`0$!`0$` M`````````P`!`@0%!@<("0H+`0`!!0$!`0$!`0`````````!``(#!`4&!P@) M"@L0``$$`0,"!`(%!P8(!0,,,P$``A$#!"$2,05!46$3(G&!,@84D:&Q0B,D M%5+!8C,T)E\K.$P]-U MX_-&)Y2DA;25Q-3D]*6UQ=7E]59F=H:6IK;&UN;V-T=79W>'EZ>WQ]?G]Q$` M`@(!`@0$`P0%!@<'!@4U`0`"$0,A,1($05%A<2(3!3*!D12AL4(CP5+1\#,D M8N%R@I)#4Q5C+RLX3#TW7C\T:4 MI(6TE<34Y/2EM<75Y?569G:&EJ:VQM;F]B7I[?'_]H`#`,!``(1 M`Q$`/P#>Z_\`6'$Z[BOZ=@FVNUMH=5NAK,D-EOHLVO+M]F[U<>F]E?JV5U?X M;]&L/I_7^K].&W%R7"L?X&SWL$?FAEGNJ_ZRZI/]8^GC`ZSE8P'Z)[O5J'`V M6>_;'_!V>I4S_BU/%H_;9-(<&=7:TFMSC#LPXN7Q\M&HB?+S`R'W!Q\'&/GE_5_>_P`U_L_YHF7];?K!E-+# MDBACA!&.T,)_ZX[U+F?];L8E]7^HCI>6>JY3['5/:]C:FG=9D.)`W^]S6.JH M]^^^Y_\`._HZO4L]5#=T:SI]7VKK59JKG;1AAP]2]X_,W5_S.,WZ5]O^C_FU MG9.1=?8^^R'6.@!K1#0`-M=-3/\`!U,^A76@92!!)-C:U\F M M7&_7[ZU=>Z!U2BGI]]8IOH-IKLJ#BUS7;/99+?:_^4NQZ3T]O3>FX^$T@^BP M![A^<\^^ZS7_`$EKGO7G/^-O_EC!_P#"K_\`SXKD;H7O6KR>7@]R?MW[?%+@ MO?@OTO5TX7UXNP:\FOK.+ZUM;;!2["AH,]NOVS&W>GM.C+C2XVN?CN_.OJM_1_X7%J_2;.QZ;_R=B_\`$U_] M2U*@[N66@[FD_UV,S^C='QL[I=K&V79#* MMSFBQCF.KMM\6_Z)OO5#ZK9WUM^L72[,[]JT8KFW.I:S[(+![0QVYWZ>KZ7J M+E,G/MRO\7.)1:2XX'5/LS">=@IMR*6_]:JR&4L_D5KJO\6V7CX?U3R* MJ*LJQUCS)`&VG]U)34S?KK]9OJSUIN!U^O'S<4AM@OQV.JL-3G%GK5[K'U;Z MMC_4QGL9_P"&%U?U@^LV!T/I0ZC;-WJPW$I9]*U[AN8UI/T&;??9:[^;K7FO MUES_`/GK]9JL?I(!HV?9,>UYV!PW.?DY3M_N8S\VNO\`G/T/_#+I/\971LEO M0>G6XP==1TH[;P!)%9K]$9&UH_P>W])^XQZ2F_T?+^N_UAPV]2;D8?1\2^7X MK!0[)M_P#T:[WHGUGZ)UT']G9(?:P2^AX++6CB74V;7I*?_]"U M];,MN7U_)SUM&>A7H^W)V666^RRNK_ M`$ZQ[;KLF_=839<\!K6-'YK?H54U5_0JK;]"NMOL5*5B1)'JNZ>OPC'DY>.+ M%+BPQB,T=1V%S;+)#;VLVAPN>T.V93&_P"&]/\`66?SVRW]+<"3(Z_- M^:^$(U_P`W_P"D_P#9_P`UZ7B9-67BTY5)FJ]C;&'R<-P7 MF?\`C;_Y8P?_``J__P`^+T#ZO=-OZ7TFG"R'M?:PO<[9JT;WNMV,):QWMWKD M/\8/U:^L'7.K4V=.PO4HQ\?TSXZ;_R=B_\37_U+5R'^-?,J9T?%P9_39&0VQK?Y-0< M7N_SGL6A1U/ZYTX5&-7]7F>LRL5NMLS*A6'-&T/V5A]CF:?064SZ@]8ZYU,] M3^MV76YI@#"Q"[;L^E]F]9XK]"G_`$GI>I=;_P!RT6-YF_"MQO\`%SBWV`@9 MW5?M%8.GL]&W%K=_5L;C>JS^0]=C_BK_`/$Y=_X;L_ZFI6OKWT#/ZMT7%P.D MTL+J,AEFPN%;&ULKMJVM_P"W&;6*E]4L'ZU?5[IMF#9TJO(WW.N;8W*:WZ08 MW:YKJS]'TTE.3_C2^K^!C'&ZOCL;59EW>ADUM$![MEE]63`^C:ST',>]OT]_ M_!KI?\7G5,OJ?U:K?F/-UN/99C^J[5SVUGV.L=^<_8[8YRQ>O?5OZY_6O.I. M:W%Z7@XTBJOU77N!?'JW;:ZZFY%WMVLWOQO3K_ZZM'+^K/7.E8O2Z_JG=4W] MFBTWLRGN`R3;M<_UFU5N8]S[&_O5>G_@[*TE-[J'U!^JN>;'NPFX]UIEUV.3 M4Z?WO9^C_P#`UY?U+#R_JM]9#73<77]/L9;CY'T2YC@VP-?M_-LK/H9+/S_T MB]&_YQ?75H%;OJJYUL07MS*-A=^]_5_D^HLGIWU&ZWU7K?[=^L[ZJ2;67'$I MAY<:X]&BQWNIJQV>G6WVOR++Z_YRU)3_`/_1[/Z]?\A?X+^>K_G/I]_Z+_P_ M_NK]I0_J/_07_P!#_-_H_P#2.7?T_P#X3_1?R%\]I*'_`"WT=6/_`&IE_M?^ M]?I_JO\`R=D?T?Z!_I?\Q_Z$?\&N,^IO_BAM_HO\V_Z''(_Y/_X+]_\`X)>) MI)9/YR'FKD?]P\W_`'7ZJ27RJDIG*?JI)?*J22GZJ27RJDDI^JDE\JI)*?JI M)?*J22G_V3A"24T$(0``````50````$!````#P!!`&0`;P!B`&4`(`!0`&@` M;P!T`&\`F[TP;_`/37OG;_`':[DZ=I=YMN?3I(+CDL\UQHLEP8W6\F5XHT M$<(3I[NXMY)A;1SS2-^&C><)_H'>G:S5S&6>KK2?6V.)SC0'P&3$)Y1$"C<9 M$$\">/2$E86P*!&AQDTQORC/&(&,#'G&,ASKO2=TZ]H7R[&_=81_#;WD_(K8 MY3[WG,@>&L_(@=_%1' MIC,9SG&!8Q\.W<7G<;=-W&8UNTA4CCRT`/\`N.8C[U(K5.U?0+Z;-L7L=_-M M>[U69&S*+ZZDEC!X^,,7(BD''#+*DBG`8@GC7+]+;B=*LV&9=L;;L";DQ2'. MKJIF#N6XN;].K<=EK0>4*OF0#DY)@2QU7C<4ZES$XK4Z!`B[C5!X#C492C@; M:U&2QUB+7]0NY1;QL2YQ+/*2/W:XD9R<06S,%5>)()4',_4)L&RWIVJU#LAL M;:VG-K=_#&MK$8XX;/3(DE4]=,8XV-M&@1X[<00O---BD431I( M(L`,`,`;#[>W#8[DLGO;%755-Q9SW%Q9I=0S6KN\,D3O)'P,D<3JZO$ZNC(,.#`LK*Q53UY-]]G^GY`Z M"L/7.6QAL]P9=*H9*8_+H.T2M"?Z8S)7QL>&Y8H&E<&]65WG$'%9&:2<`18@ MA+$`63>]-:94`XXU^-&I)U9=TM0JUVB+W5H.LW2T4DG<6&NE>GZ*6(T:!AF+ M]$T1SK-DMOL9A)KN%A&KX93.=E.6:`&F:I3B'[`:X8=8X>_MJ,Q/AT5-K?(UYT==I$R$G`RHCZTF-*P\7 M!@5)B81)QICAXT\H;X33J;.V[B4XZ>=V;E:MV`V2)G8M;K@N&M9>2SA<$P7R MN(/))&0W/D8?R42@E2B>X^)$Y-RL"924+!A>I MG=EB5.Z["U/3Z*`U:IL/+VWZWL4U5.J@,HCL93M.$*F:Q@I$3C+[D\9W%-%G M@X+P#'CX@$,34V"KY41W43V]ZO/2R;83<\HL/67;2@9)+$L'=EIE&/\`5,@8 M)&M:W%U0HWEDCEC.PVM&](VQ7A$Y%.K@0!4FP6I3EY-)+4'$4@%;[Z<#I#O_ M`%+NEJ"W;=-X,5K&FI#*06PR25U3JBJM?H"CRX35&Z/Y9"-*N9&YHR6YIUV2 M4^3FM22::2G-R806ZB00<*4O3_5MW$ZF6Q5A4STUZYJ&MJ7K!,6MF>RNQK9+ M90YY9UZY2W1]T8:^C;I'T[.\RQ0@5&-34ORO&] MXTP"81SJ^TS%5\NA=QZF[D.#.D-=G"JI/0DMUUE4B)3I\FJ8_`)W'+IF\83O MQN4^,(AO+:!*<8<()HR<>`03C2]T^6%<9_%'V7Y)YL^1F6>9^0GYI?3//S7_ M`-[_`#">RORO<7V_XG-GI7[W\/@]4_L_(^#ZWL8T\H]OG7__T/;=0>@"=:-M MK6KQH)+2Q52\`F\$+38R62DB4R#E\;&M/C]<((VH/.;,9S\191>+OSC.,]JJ M;OTD:)N"_LXQA`6SIAY(_O`?L\5_9KTO^EGNA)W?[&;)W5?N7UI+7-R^6%>JKF$-6]"(41;UC5'-Q&1H-.C9K@H3-;%L^T,J% M2J5-KTX*AE)6F]T"-/X@N9Y@$LD3%B&N$6M+.6J>19VL>Z5Z=&5-QJONXG!; MD*"2&)X"<#\XG"0<7P8%FZ3=FX[WTV7`UVZMY[OL)50U*@K"5[N]C1C$:['%C:FUO+.6BRHP3P#(Q[6O+**:_W#"]KIT1 MP..`DE;CA'$#CB6PXN?=5<6XX8'D7OJ3VGN[4-+V5V+U6SW)OW48RZF,L]EI MUNN7FWVI2+D*10AP%MD87-Q.T=N!$9.8@G6382RQ'TM?Z4W1B.M"(IEAL)8L MJ<1Z&QM)D64C.U!5FGJE!QIHQJ5RT\9BQS<#SU:DPQ0<8/./WMXUY*'Y:QPJ M,J(N.5%'@!CQ/M9CQ9B68DDUO#:.U;?:FF/:];+>:M/(9KJ[FR\^[N&^*63* M`J@`".&)`L5O`D<$*K%&JBT7I:T(FH332KT9Q!()-9J`JWY:H+^(C5TZ0H5K M&D,SGZ0!M,.);4I@,9R'"@HT6/UL]]E=B:2ND[;L5(^?..<_WN`5'Y$RC[P: M\]WK0[G3=SO4!O.XCD8Z/H\ITNV4^`2S=TF8>T2W1GD4^)1D!\!23OS7W]/> MIW^\LU_T03VR\U5A/$TV'H;?]4VGG\&3/^;$_P"P/"HM\1KZ^M;K_'-@^FKL M^W/3>D4N]45\]7Y#7,\H@2M@?Z>;5DP7K6TX\(O+J'2((71K-R#N&-*O-!CX MB[!\*%.!%2<]&+8:2%Z:=835->Y'*XFNT#V+OV+M1YYHB6-\8ZP>J_FJMN3Y M-X)7,:.4,>%6<`[\Y;2?CCX]Z'G4V'%3]M=?_*G_`-8NQ7_&@[^:5?\`8%#^ M`HJ/S'O4KU[LNEH]I91$[C%NS-SL=GF5I2&#NR2316#MD*"[)F^(B?FHQ0TK MYH\R98`1R=*H/&VD-YI:H!9BDGN9-)%/B:+#I_\`3POZMNA3L90:]*H8KRVM MB-TVI'X4<:B*<&DZP:PBT1AD$>#CP#2MZZ8Q^"I/.`,SQ4&7@91N2CB1A+/* MD2,P/E4TG29ZGLFZ4MR6NCF=4NL/9;58^\U@IF4\I6BKAABM:&*R1EC*.=6)$:ZR`C&0?'!K4 M_ORI";@7T@G)1X_1C':M'<6]CO=TWBQ'%846/'[5&+?X,Q4_:*]#/H)VA?;2 M]-VUI=0C*7&K7-SJ`4@@B*9Q'`>/E)!#',I'`I(I\<:YYHG%V"O)TP[@W$_J M852U&2DAT;SDA(3Y1;%E-B,QS9*OKEK.-3!>7(8LE*'8\0RT3<@$'S1Q'F"Q MXX>U8(K.ZBW%J,IBTRUDQ&'Q2R`8K%&.&8^!<_"J_$1B#65>I76=3W5MO4^P MNP=,34>X6Y+(QN&.%OIEA(PCFU&_D`;E1CWDMD`,L\P/)CDY3K1[;5;A5CU3 M*X;JDA+1(*HO&#RL^7U5$9BY-:V/7,$:!:U+8,V2!&-(F8K%<&XX*AJ3+"_+ MK%964!*@9RHL6,LU[<5CONR33[6-[?5(I,\2.05FX$%`PP"R$<5!&!(R`DL* MK)V4["[Q]%V[;O?.XKZUUSMQJ5BMKJ5U:QR)/I6#I(EY)`X9IK%'!CN9(FSQ M1MU4D2QPN"@]4E4HE*A$M3GI%B0\U*K2*BC$ZE*I3F"*/3J"#0@-)/)-!D(P M"Q@018SC.._MJ=E96*L"&!P(/B#7TXAFAN(8KBWE62WD4,K*0RLK#%65AB"" M"""#@1Q%7W:460U6SJ9KY-VI62K"MJN(M+KDDPHP*>2Q=J3QB4H1<$(`!&AD M3.I*SCP@SCP_JX_1VMEMF]CU#;^D74;8XP(#^LHRL/R,"*\POJ(VC>['[X]T MMN7L#(8]:NI8\01FM[B5KBV<8XDAX)8VQQ/CXGQJ>#\U]_3WJ=_O+-?]$$]N M\-:=3Q--AZ&W_5-IY_!DS_FQ/^P/"HM\1KI'5QM)@J+IJ;H2.0J"24\@H2>5 M:VEFF8"-4_W&T'56Q)TP,9P,\X+G+RS'F#EW[H>;_:N7OJ^-XNQC4LH]E?_](AK5Z? M^P%/KK$N/;E(9&JZ8Y,M5/$O0R>./$CN66/SDI4MS'`B&]0\*4CG-%@QJ#W) MT1D)VE%YA2:2>H("@/K'?[2U?3FO-2W"N2S5R2X92TSL20L>&)!<\2S`!!BQ M!(R'T6;*]4/:[?MMM38/8J<7F[+FS18K5[>>*#2K:&-5DFO2ZQ*T=HH");VT MKR7,O*B22**0W48267:4CLY>SB=`HVF.1-H+C<#A3*`Y/&(/&"#C5!+*Q)#C M3SQB/4GC4+5JDP]P?HC:8=Y!X=UN2F=%:Z=I0B$%R7'I$LA))S MYHX+ICBNG?V\,^Y+A+="IUDCW23AS\H\"3P$N`^)B!(![QYG%](:[JNC>G_1 M+G6[I)D[2QRYIEC0R_1^=(!GBB3&5]-:5P#;PI))8L_R8S9')9U-=)'7R^-< M-;Y##;W;9-%H<>Z-CRNCS&L96!`H&J5M"]Q;TF'=U;CE`$99HN#W MB-'X3#QA#O;M]I&JZ-HTUMJJ9':YNA')$D\RRS.H594C=N5'(J&5E&;`(N*1J2MK\RE M15\[)5OK'76O]%W!RZ;>VERZA:%TUK_`&CTW>HB\6?4S?+F M%0D@E!)'2./Q3G-9-*&1S1/K],(V:D2F(7TDE6$U-QB#RC>&6<#P"&4$`DG' MA0M;C:X=7?K/36(0.:4@TZ):>PR38>TC79TU:)#*7IW**5MATRDT5P)"?7L4B+\YMSYB81:2)SG!N=Y MO'0Y;%"1D.*R82:88`X1>,EY`(0P`J3$$<#32NIYL#OQM?0(VZ'J3"5+W'(T0.QW9N\[F M([/8P$,[A/=5JS:KIJV;N1)7<-U2KTDL;(['%*\)!IODTCR\%Y\`AEC`#/#+ M,:64'P-+AZBTEZB'6K#6^O\`KIHK>E!ZY1J9%3YVL#:1B]GU7 M4+J<8B2Q:-M$B69PB9C9"K7*C^($/B3!!V/&F,%\3QKWG_S`-')W+GO1%_6? ME&Y#YJY:<_.?-5[[^ZON!Y+OX7MOR%]S.[B>J^1^U+U;]V^E>=_O7E>VN.Z M.3^FDSFGRIZHS>0_#@YG\V=ZO\`,C[T^\OE MN";Y?D_F7_Q!ZAW]_P#@?VO@<3C?#N[:^V5T_,CR?1N?CQZGG<[#_1F^3C^I MQPQQJ]/J^^M]%J'5?W:^C?+R^.--DW=]+Y M5QZU^%7Z5Y'[=[^7AQY^?-Y?!R_?Q_5XX51_TZ=;];/T[^]?6\SW/HO2\C-F;^;ZW\)D_2Y_R\ MV./E2/>GERE^(O4_IWM'Z1SFX\O>E>]G)_F/2G+ROM_S3]^/5^'XO( -----END PRIVACY-ENHANCED MESSAGE-----