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. SUPPLIER ANNOUNCEMENT LETTER NOVEMBER 16,
2009]
November 16, 2009
Dear Valued Suppliers
Subject: Business Combination between TTM Technologies, Inc. and Meadville Group PCB
I am pleased to inform you that TTM has announced a definitive agreement that will result in the
business combination of TTM and the printed circuit board business of Meadville. This transaction
will fulfill a long-stated TTM M&A objective to develop a complementary offering of high volume,
low cost commercial printed circuit board manufacturing capabilities.
Meadville is headquartered in Hong Kong and operates seven facilities in mainland China and one in
Hong Kong. It is one of the leading PCB manufacturers in China, posting 2008 revenue of US $669
million. The company focuses on the production of higher technology commercial PCBs, flexible and
rigid-flex circuits and chip carrier substrates. You can learn more about Meadville by accessing
its website at www.meadvillegroup.com.
The combination of TTM and Meadville will be a transformational event, creating one of the worlds
leading PCB products and backplane assembly companies with combined 2008 annual sales of $1.35
billion. In total, the combined scale, complementary product capabilities and market breadth of
these two industry leaders will create significant competitive advantages for TTM which, in turn,
will better position TTM for long term global growth.
Please recognize that this transaction is subject to various regulatory and government approvals,
and the approval of both companies shareholders. It is currently anticipated that the deal will
close during the first quarter of 2010. Until closure, both companies must continue to operate
independently. This includes all dealings with suppliers. We will advise you when the transaction
is complete. In the meantime, it is inappropriate for suppliers to contact our purchasing teams
regarding business matters predicated on the future combination of our two companies.
This is very exciting news for TTM, Meadville and our valued suppliers. This transaction should
create exciting new opportunities for many of you and we thank you for your continued support.
Sincerely,
Shane Whiteside
Chief Operating Officer
Chief Operating Officer
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.