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
[MEADVILLE
HOLDINGS LIMITED CORRESPONDENCE TO CUSTOMERS NOVEMBER 16,
2009]
November 16, 2009
Dear Valued Customer,
Subject: Business Combination Between Meadvilles PCB Business and TTM Technologies, Inc.
I am delighted to inform you of an important and exciting new development at Meadville. To further
expand our business and to better serve you as our valued customer, we have just announced that
subject to the closing of the transaction, our PCB business will combine with TTM Technologies,
Inc., North Americas largest PCB manufacturer by revenue and a listed company on NASDAQ. Our
Groups founder and largest shareholder, Mr. Tang Hsiang Chien through his representatives will
remain closely involved with the newly combined business. With this business combination (expected
to complete in the first quarter of 2010), Mr. Tang will, through his company, become a substantial
shareholder of TTM.
TTM is North Americas largest PCB manufacturer and a leading supplier of PCB and backplane
assemblies and specializes in the high-end commercial and aerospace / defense markets, including
networking and communications infrastructure, computing, industrial and medical markets. Its
customers include original equipment manufacturers and international electronic manufacturing
services companies. Currently, TTM has eight manufacturing operations, seven of which are in the
U.S. and one in the PRC.
The combination of TTM and Meadvilles PCB businesses will create one of the worlds leading PCB
business with strong PCB production and R&D capabilities in both North America and the Asia Pacific
region. We will be able to offer an integrated global sales and production solution in PCBs, flex
and rigid-flex and backplane assembly products as well as providing small volume quick-turn
production. With our global presence, local knowledge strategy and combined revenue (2008
pro-forma: approximately US$1.35 billion), we will become even more competitive and able to serve
you better to your satisfaction.
At the same time, Meadvilles laminate business will be sold to another company owned by Mr. Tang.
Upon completion of the two transactions which are conditional on each other, Meadville proposes to
delist from the Hong Kong Stock Exchange.
Please be assured that our existing management team and employees will continue to manage the Asia
operation of the combined PCB business and render their very best services to you. We sincerely
appreciate your support to Meadville in the past and we are confident that the combination of the
two leading PCB businesses will definitely enable us to better meet your needs in the future. We
will continue to update you on the new developments and the new combined PCB business.
Should you have any questions, please do not hesitate to contact Kingsley Chau on (+852) 2660 3168 or visit
our website at http://www.meadvillegroup.com/announcements.html for more details.
Yours sincerely,
Tang Chung Yen, Tom
Executive Chairman and Group Managing Director
Executive Chairman and Group Managing Director
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 TTM Technologies, Inc. (TTM).
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.