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 EMPLOYEES NOVEMBER 16,
2009]
November 16, 2009
Dear Colleagues,
Subject: Business Combination Between Meadvilles PCB Business and TTM Technologies, Inc.
I am delighted to inform you of an important new development that will set the stage for new growth
and exciting opportunities for Meadville. We have just announced that subject to the closing of the
transaction, our PCB business will be combining with TTM Technologies, Inc., North Americas
largest PCB manufacturer by revenue and a listed company on NASDAQ. The top management of Meadville
will remain closely involved with the newly combined business, especially the Asia operations. With
this business combination (expected to complete in the first quarter of 2010), the Tang family will
become a substantial shareholder of TTM.
I and the management team are confident that this development will provide significant growth
opportunities and synergies from business integration with 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 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 can fully leverage our technology
specialization and cross selling synergies to further enhance our offerings to existing customers
while exploring opportunities with potential new ones.
Over the past 24 years, we have worked hard to become one of the leading players in the high-end
PCB market here in the Asia Pacific region. Thanks to all your dedication and expertise. Through
which
we have been able to build good reputation and excellent track records with our customers. The
current management team will remain in place and continue to work closely with you, and we will
continue to develop our existing relationships with our customers and business partners as before.
I strongly believe that our enhanced competitiveness and strengthened global presence will enable
us to capture more opportunities and create stronger partnerships which can satisfy the needs of
our employees, customers and shareholders. The enlarged platform will also provide prospects for
career growth and development for all of you, whether in Mainland China, Hong Kong or the U.S.
At the same time, Meadvilles laminate business will be sold to another company owned by the Tang
family. Upon completion of the two transactions which are conditional on each other, Meadville
proposes to delist from the Hong Kong Stock Exchange.
We earnestly look forward to our integration with TTM and hope we can all work hand-in-hand to
welcome this new stage of our companys development. If you have any further questions, please feel
free to let me know.
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.