8-K

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): October 18, 2021

FLEX LTD.

(Exact Name of Registrant as Specified in Its Charter)

Singapore	0-23354	Not Applicable
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2 Changi South Lane, Singapore		486123
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (65) 6876-9899

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, No Par Value	FLEX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 7.01 Regulation FD Disclosure.

On October 18, 2021, Flex Ltd. (the “Company”) issued a press release announcing that the Company has entered into an agreement to acquire Anord Mardix. A copy of the press release is furnished with this report as Exhibit 99.1 and is incorporated by reference herein; provided, however, that information on or connected to our website or the website of any third-party hyperlinked from or referenced in the Company's press release included as Exhibit 99.1 to this Current Report on Form 8-K is expressly not incorporated by reference into or intended to be filed as a part of this Current Report on Form 8-K.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
99.1	Press release, dated October 18, 2021, issued by Flex Ltd.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

2

SIGNATURES

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.

		FLEX LTD.
Date: October 18, 2021
	By:	/s/ Paul R. Lundstrom
		Name: Title:	Paul R. Lundstrom Chief Financial Officer

3

EX-99.1

Exhibit 99.1

PRESS RELEASE

Flex Announces Definitive Agreement to Acquire Anord Mardix

Acquisition Strengthens Company’s Industrial Business

in Power and Data Center Solutions

San Jose, Calif., October 18, 2021 – Flex (NASDAQ: FLEX) announced today it has entered into a definitive agreement to acquire Anord Mardix, a global leader in critical power solutions, from private equity firm Bertram Capital. The acquisition adds to Flex’s portfolio of Power products and expands its offering in the data center market. The $540 million all-cash transaction has been unanimously approved by Flex’s Board of Directors and is expected to close in the fourth quarter of calendar 2021, subject to customary closing conditions, including regulatory approval.

Anord Mardixwas established in 2018 as a result of abusiness combination between Anord Control Systems and Mardix, each with over 50 years of engineering experience. Anord Mardixoffers an extensive product portfolio of critical power solutions including switchgear, busway, power distribution and modular power systems, along with monitoring solutions and services. This portfolio combined with Flex’s embedded power, server and storage products, racks and enclosures and full systems assembly capability will accelerate the company’s growth in the data center market. Anord Mardix will also leverage Flex’s global footprint and supply chain to establish itself as a trusted provider of quality products at scale across all major regions.

“This acquisition builds on Flex’s previously articulated strategy to move toward higher margin opportunities in faster growing verticals in our Reliability business,” said Revathi Advaithi, Chief Executive Officer of Flex. “With Anord Mardix, Flex’s business will be better positioned to capture rising global demand for data center power solutions.”

“Anord Mardix primarily markets critical power directly to data center operators. By joining Flex, we will be able to build out Anord Mardix’s comprehensive range of end-to-end power systems for critical data facilities, leveraging Flex’s expertise and efficiencies in advanced manufacturing and global supply chain. We look forward to being a part of Flex and expanding our abilities to provide quality data center solutions to our customers,” said James Peacock, who will be Managing Director, of Anord Mardix.

As a widely trusted partner serving a diverse, global customer base, Flex’s global scale and key relationships with industry leaders will benefit Anord Mardix as they work to expand into the U.S. and Asian markets, with key hyperscale and colocation partners. Together, the combined offerings provide a broad opportunity for strategic growth and for Flex to further penetrate a $10 billion addressable market, that is expected to grow at an approximately 9% CAGR through 2026.

Anord Mardix is on track to generate approximately $360 million in revenue in calendar 2021 and is well positioned for continued growth in the coming years. Flex expects the Anord Mardix transaction to be accretive to adjusted EPS and to deliver mid-teens EBITDA margins in fiscal year 2023, which begins April 1, 2022. For reporting purposes, Anord Mardix will be included in the Industrial business unit inside Flex’s Reliability Solutions segment.

Flex management will further discuss the acquisition on its upcoming earnings call on Wednesday, October 27th, 2021 at 1:30 p.m. Pacific Time (4:30 p.m. Eastern Time).

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. securities laws, including statements related to our planned acquisition of Anord Mardix, the expected timing for the closing of the acquisition, expected benefits of the acquisition and Anord Mardix’s expected impact on our financial results. These forward-looking statements involve risks and uncertainties that could cause the actual results to differ materially from those anticipated by these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. These risks include: the possibility that regulatory and other approvals and conditions to the acquisition are not received or satisfied on a timely basis or at all; the possibility that we may not fully realize the projected benefits of the acquisition; the possibility that Anord Mardix’s revenue may not meet expectations; changes in the anticipated timing for closing the acquisition; business disruption during the pendency of or following the acquisition; diversion of management time on acquisition-related issues; the reaction of customers and other persons to the acquisition; and other events that could adversely impact the completion of the acquisition or the expected benefits of the acquisition, including the ongoing COVID-19 pandemic and other industry or economic conditions outside of our control. In addition, actual results are subject to other risks and uncertainties that relate more broadly to our overall business, including those more fully described in our filings with the Securities and Exchange Commission, including our annual report on Form 10-K for the fiscal year ended March 31, 2021 and subsequent quarterly reports on Form 10-Q. The forward-looking statements in this press release are based on current expectations and Flex assumes no obligation to update these forward-looking statements.

About Flex

Flex (Reg. No. 199002645H) is the manufacturing partner of choice that helps a diverse customer base design and build products that improve the world. Through the collective strength of a global workforce across 30 countries and responsible, sustainable operations, Flex delivers technology innovation, supply chain, and manufacturing solutions to diverse industries and end markets.

About Anord Mardix

Anord Mardix is a global leader in critical power distribution and protection with operations in North America, EMEA and Asia Pacific. It produces an end-to-end product range including switchgear, custom built modular, and flexible data hall busway distribution solutions, serving the global data center and cloud computing industries—from independent providers to hyper-scale leaders. Visit www.anordmardix.com for further information.

# # #

Investors & Analysts

David Rubin

Vice President, Investor Relations

David.Rubin@flex.com

Media & Press

Mark Plungy

Director, Corporate Integrated Communications

(408) 442-1691

Mark.Plungy@flex.com

XML

Cover Document	Oct. 18, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 18, 2021
Entity File Number	0-23354
Entity Registrant Name	FLEX LTD.
Entity Central Index Key	0000866374
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	U0
Entity Address, Address Line One	2 Changi South Lane
Entity Address, City or Town	Singapore
Entity Address, Country	SG
Entity Address, Postal Zip Code	486123
City Area Code	65
Local Phone Number	6876-9899
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, No Par Value
Trading Symbol	FLEX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false