425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on November 16, 2009
Filed By TTM Technologies, 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: TTM Technologies, Inc.
Commission File No. 000-31285
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: TTM Technologies, Inc.
Commission File No. 000-31285
[TTM
TECHNOLOGIES, INC. EMPLOYEE ANNOUNCEMENT LETTER NOVEMBER 16,
2009]
Date
|
November 16, 2009 | |
To
|
All TTM Employees | |
Subject
|
Business Combination between TTM and Meadville Group PCB |
Today,
TTM Technologies, Inc. announced a definitive agreement that will result in the business
combination of TTM and the printed circuit board business of Meadville, creating one of the leading
printed circuit board companies in the world.
The Meadville Group is headquartered in Hong Kong and operates seven facilities in mainland China
and one in Hong Kong. They are one of the leading PCB manufacturers in China with 2008 sales of US
$669 million. Meadville focuses on higher technology PCBs and chip carrier substrates. Additional
information can be found at www.meadvillegroup.com.
This announcement is the result of a long and thorough investigation to identify potential
companies that would position TTM to service customers on a global basis. Our constant objective
has been to find a global partner that would enhance TTMs commercial offering with high volume
production and complimentary technologies.
We are very excited about the combination of TTM and Meadville. This transaction provides the
ideal expansion of TTMs model into Asia. The joining of our two companies will make us both
stronger by creating one of the best global one-stop solution for printed circuit board products and
backplane assemblies.
The combination will create significant competitive advantages for both companies. As one company,
we will have a more diversified customer base with little overlap, broader end-market exposure, and
expanded capabilities to service our customers on a global basis. Together, the new company will
be the third largest printed board company in the world with combined 2008 sales of $1.35 billion.
The transaction is expected to close in the first quarter of 2010. Until that time, we are not
allowed to jointly engage customers or have joint communications of any kind. We will keep you
updated on significant developments during this transition period.
As always we appreciate your continued dedication to TTM.
Kent Alder
President & CEO
TTM Technologies, Inc.
Forward-Looking Statements
This communication 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 the company 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 SEC filings
made by the company.
Important Information Relating to the Proposed Transaction
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 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.
Participants in Solicitation
TTM, its directors and certain of its executive officers may be considered participants in the
solicitation of proxies in connection with the transactions described in this document. Information
about the directors and executive officers of TTM is set out 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/U.S. prospectus which
TTM will file with the SEC when it becomes available.