SC TO-C

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

FLEXTRONICS INTERNATIONAL LTD.

(Name of Subject Company (Issuer) and Filing Person (Offeror)

Options to Purchase Ordinary Shares, no par value
(Title of Class of Securities)

Y2573F102
(CUSIP Number of Ordinary Shares Underlying Class of Securities)

Michael M. McNamara
Chief Executive Officer
Flextronics International Ltd.
One Marina Boulevard, #28-00
Singapore 018989
(65) 6890-7188
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of the filing persons)

With copies to:

Jeffrey N. Ostrager, Esq.
Curtis, Mallet-Prevost, Colt & Mosle LLP
101 Park Avenue
New York, New York 10178
(212) 696-6000

CALCULATION OF FILING FEE

Transaction Valuation(*)	Amount of Filing Fee(*)
Not applicable	Not applicable

(*) Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it contains only preliminary communications made before the commencement of a tender offer.

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable	Form or Registration No.: Not applicable
Filing Party: Not applicable	Date Filed: Not applicable
Form or Registration No.: Not applicable

þ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes to designate any transactions to which this statement relates:

o    third party tender offer subject to Rule 14d-1	o    going-private transaction subject to Rule 13e-3
þ    issuer tender offer subject to Rule 13e-4	o    amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

TABLE OF CONTENTS

	Item 12. Exhibits
EX-99.1

Explanatory Note

Attached as Exhibit 99.1 is a press release issued by Flextronics International Ltd. (the “Company”) announcing that it will hold a conference call on Wednesday, July 1, 2009 at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time) to discuss the Company’s proposed Option Exchange Program.

Additional Information About the Option Exchange Program and Where to Find It

The Option Exchange Program has not yet commenced. If the Option Exchange Program is approved by the Company’s shareholders and, if and when the Option Exchange Program is commenced by the Company, the Company will provide the eligible participants with written materials explaining the terms of the Option Exchange Program. Persons who are eligible to participate in the Option Exchange Program should read these materials carefully, because they will contain important information about the Option Exchange Program.

The Company’s shareholders and option holders will be able to obtain the written materials described above and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, shareholders and option holders may obtain free copies of the documents filed by the Company with the SEC by writing the Company at its principal U.S. offices at: Flextronics International Ltd., 2090 Fortune Dr., San Jose, California 95131 U.S.A.

Item 12. Exhibits.

Exhibit
No.	Description
99.1	Press Release, dated June 29, 2009, issued by Flextronics International Ltd.

2

EX-99.1

Exhibit 99.1

2 Changi South Lane
Singapore 486123 65.6299.8888 Main
www.flextronics.com

P R E S S  R E L E A S E

Warren Ligan or Cindy Klimstra
Investor Relations
1-408-576-7722
investor_relations@flextronics.com

Renee Brotherton
Vice President, Corporate Communications
1-408-576-7189
renee.brotherton@flextronics.com

Flextronics Announces Conference Call to Discuss Proposed Option Exchange Program

SINGAPORE, June 29, 2009— Flextronics (NASDAQ: FLEX) today announced that it will be holding a call to discuss its proposed option exchange program on Wednesday, July 1, 2009.

The conference call, hosted by Flextronics’s senior management, will be held at 6:00 a.m. Pacific Time (9:00 a.m. Eastern Time) and will be available on the Company’s Web site at www.flextronics.com. A replay of the broadcast will remain available on the Company’s Web site after the call.

Minimum requirements to listen to the broadcast are Microsoft Windows Media Player software (free download at http://www.microsoft.com/windows/windowsmedia/download/default.asp ) and at least a 28.8 Kbps bandwidth connection to the Internet.

About Flextronics

Headquartered in Singapore (Singapore Reg. No. 199002645H), Flextronics is a leading Electronics Manufacturing Services (EMS) provider focused on delivering complete design, engineering and manufacturing services to automotive, computing, consumer, industrial, infrastructure, medical and mobile OEMs. With fiscal year 2009 revenues of US$30.9 billion, Flextronics helps customers design, build, ship, and service electronics products through a network of facilities in 30 countries on four continents. This global presence provides design and engineering solutions that are combined with core electronics manufacturing and logistics services, and vertically integrated with components technologies, to optimize customer operations by lowering costs and reducing time to market. For more information, please visit www.flextronics.com.

# # #