EX-99.1
Published on November 16, 2009
Exhibit 99.1
For Immediate Release
|
Contact: | |
Steve Richards | ||
Chief Financial Officer, TTM Technologies, Inc. | ||
+1 714-241-0303 |
TTM TECHNOLOGIES, INC. SIGNS DEFINITIVE AGREEMENT TO CREATE A BUSINESS COMBINATION WITH MEADVILLE
HOLDINGS LIMITEDS PRINTED CIRCUIT BOARD BUSINESS
SANTA ANA, CA November 16, 2009 TTM Technologies, Inc. (Nasdaq: TTMI), North Americas
largest printed circuit board (PCB) manufacturer, today announced the signing of a definitive
agreement to create a business combination with Meadville Holdings Limiteds PCB business
(Meadville PCB). Meadville Holdings Limited (HKSE: 3313.HK) is a Hong Kong listed company and a
leading provider of volume high-end PCBs. The combination will create one of the largest PCB
manufacturers in the world with combined 2008 annual sales of $1.35 billion.
The combined scale, complementary product capabilities, and market breadth of these two great
companies will create significant competitive advantages in the increasingly dynamic printed
circuit board industry, said Kent Alder, President and CEO of TTM. Together, we will have a more
diversified customer base with little overlap, broader end-market exposure, and expanded
capabilities to service customers on a global basis.
As part of the transaction, TTM will acquire Meadvilles PCB business in exchange for an equity
purchase price of approximately $521 million which will be payable in the form of cash and TTM
common stock. This implies a transaction enterprise value of approximately $936 million. The debt
being assumed is in the form of a new fully committed bank facility with a syndicate of seven
leading Asian banks.
Commenting on the proposed PCB transaction, Tom Tang, Executive Chairman and Group Managing
Director of Meadville, said, The combination of Meadville and TTM will create a leading global
player in the PCB industry with a Global Presence, Local Knowledge strategy. The proposed
transaction enables us to further capture growing worldwide potential by sharpening our market
competitiveness and extending our global presence. The combined efforts of TTM and Meadville will
strengthen our platform in the growing Asia region while complementing TTMs existing U.S.
footprint.
The combination is expected to be accretive to earnings without synergies within the first year
post-closing. This statement is not intended to be a profit forecast and should not be interpreted
to mean that earnings for any subsequent financial period would necessarily be greater than those
of any preceding financial period.
Meadville PCB had unaudited revenue for the trailing 12 months ended June 30, 2009, of
approximately $641 million and adjusted EBITDA of approximately $119 million. Services offered by
Meadville PCB range from circuit design through volume production manufacturing. Meadvilles
facilities primarily service the Networking/Communications, Handsets, Computing and High-end
Consumer Products markets, and are focused on more technically complex commercial PCB products.
Headquartered in Hong Kong, Meadville PCB has diverse capabilities which are offered through its
eight specialized facilities in China (7) and Hong Kong (1).
The transaction is expected to be completed in the first quarter of 2010, subject to customary
closing conditions and shareholder and regulatory reviews in both the United States and Hong Kong,
including review by the U.S. Department of Defense and the Committee on Foreign Investment in the
United States.
Conference Call/Webcast
TTM will conduct a conference call and webcast to discuss the business combination at 8:00 am
Eastern/9:00 pm Hong Kong time on Monday, November 16, 2009. A link to the live webcast
presentation will be available through the TTM website www.ttmtech.com. For those wishing to join
the Q&A after the call, please dial in to the conference call at 1-877-941-2927 for U.S. or
1-480-629-9723 for international callers. The call and the presentation will be available
for replay until November 23, 2009, on the companys website.
About TTM Technologies, Inc.
TTM Technologies, Inc. is North Americas largest PCB manufacturer, focusing on quick-turn and
technologically advanced PCBs and the backplane and sub-system assembly business. TTM stands for
time-to-market, representing how the companys time-critical, one-stop manufacturing services
enable customers to shorten the time required to develop new products and bring them to market.
Additional information can be found at www.ttmtech.com.
About Meadville Holdings Limited
Headquartered in Hong Kong and established in the 1980s, Meadville Holdings Limited is one of the
leading PCB manufacturers based in China with a focus on producing high-end PCB products. The
companys products include double-sided and multi-layer PCBs, HDI PCBs and IC substrates. In
addition to its mass production ability in a wide range of PCB products, Meadville also provides
customers with a one-stop shop service, which includes PCB layout design and small volume
quick-turn PCB production. Meadvilles shares have been listed on the Main Board of The Stock
Exchange of Hong Kong Limited since February 2, 2007. Additional information can be found at
www.meadvillegroup.com
Forward-Looking Statements
This release contains forward-looking statements that relate to future events or performance. These
statements reflect the companys current expectations, and the company does not undertake to update
or revise these forward-looking statements, even if experience or future changes make it clear that
any projected results expressed or implied in this or other company statements will not be
realized. Furthermore, readers are cautioned that these statements involve risks and uncertainties,
many of which are beyond the companys control, which could cause actual results to differ
materially from the forward-looking statements. These risks and uncertainties include, but are not
limited to, risks associated with obtaining regulatory approvals in the U.S. and China, the
companys dependence upon the electronics industry, the risks associated with integrating
acquisitions, the companys dependence upon a small number of customers, general economic
conditions and specific conditions in the markets TTM addresses, the unpredictability of and
potential fluctuation in future revenues and operating results, increased competition from low-cost
foreign manufacturers, and other Risk Factors set forth from time to time in the companys SEC
filings.
Additional Information and Where to Find It
This document does not constitute an offer to sell or the solicitation of an offer to buy any
securities of Meadville Holdings Limited (Meadville) or TTM Technologies, Inc. (TTM) or a
solicitation of any vote or approval. In connection with the proposed transactions described in
this document, TTM will file relevant materials with the U.S. Securities and Exchange Commission
(the SEC) at www.sec.gov, and Meadville will publish certain relevant materials on the websites
of the Securities and Futures Commission at www.sfc.hk and The Stock Exchange of Hong Kong at
www.hkex.com.hk. TTM will file a Registration Statement on Form S-4 with the SEC that includes a
proxy statement for the shareholders of TTM and a U.S. prospectus for Meadville and the
shareholders of Meadville. TTM will mail the proxy statement/U.S. prospectus to its shareholders,
and the U.S. prospectus to shareholders of Meadville or Meadville will include the U.S. prospectus
in the circular to its shareholders. Before making any voting or investment decision, TTMs and
Meadvilles shareholders and investors are urged to read the circular and proxy statement/U.S.
prospectus regarding such transactions when they become available because they will contain
important information. The proxy statement/U.S. prospectus and other documents that will be filed
by TTM with the SEC will be available free of charge at the SECs website, www.sec.gov, or by
directing a request when such a filing is made to TTM, 2630 S. Harbor Blvd., Santa Ana, CA 92704,
Attention: Investor Relations.
TTM, its directors and certain of its executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction. Information about the
directors and executive officers of TTM is set forth in TTMs definitive proxy statement, which was
filed with the SEC on March 26, 2009. Investors may obtain additional information regarding the
interests of such participants by reading the proxy statement/prospectus TTM will file with the SEC
when it becomes available.