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 PRESS RELEASE NOVEMBER 16, 2009]
For Immediate Release
Meadville Announces PCB Business Combination With
TTM Technologies, Inc.
* * *
To create one of the worlds largest PCB companies
HONG KONG, November 16, 2009 Meadville Holdings Limited (Meadville) (HKSE: 3313.HK), a leading
printed circuit board (PCB) manufacturer, announced today that it has signed a definitive
agreement to sell its PCB business to TTM Technologies, Inc. (Nasdaq: TTMI, TTM), North Americas
largest PCB manufacturer by revenue. Following the completion of the proposed transaction (expected
to complete in the first quarter of 2010), the combined PCB business will be one of the worlds
leading PCB business with strong PCB production and R&D capabilities in both North America and the
Asia Pacific region with broader market exposure worldwide.
Meadville entered into a conditional stock purchase agreement to sell its PCB business to TTM for a
consideration of approximately US$521.3 million (equivalent to approximately HK$4,040.5 million),
of which TTM will pay cash of approximately US$114.0 million (equivalent to approximately HK$883.8
million) and issue approximately 36.3 million new TTM shares, representing an aggregate value of
approximately US$407.3 million (equivalent to approximately HK$3,156.7 million), based on the
US$11.21 (equivalent to approximately HK$86.88) closing price of TTM shares as at November 13,
2009.
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.
Upon completion of the transactions, Meadvilles largest shareholder, Mr. Tang Hsiang Chien (Mr.
HC Tang) through his company, will own approximately 26.2 million TTM
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shares, representing
approximately 33.0% of the enlarged issued share capital of TTM. Mr. HC Tang or his representatives
will continue to manage the PCB business in Asia, and to provide continuity to the business and
stability to the workforce.
On the same day, Meadville has also entered into a conditional sale and purchase agreement to sell
its laminate business for a total consideration of approximately HK$2,783.8 million to Top Mix
Investments Limited, a company wholly-owned by Mr. HC Tang. Meadvilles laminate business
currently owns approximately 22.2% of Guangdong Shengyi Sci. Tech Co., Ltd. (SHSE: 600183), 25.0%
of Suzhou Shengyi Sci. Tech. Co., Ltd. and a majority stake of other laminate operations in Hong Kong and China.
Commenting on the proposed PCB transaction, Mr. Tom Tang, Executive Chairman and Group Managing
Director of Meadville, said, The combination of the PCB businesses of Meadville and TTM will
create a leading global player in the international 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 joint
efforts will further expand the platform of the Meadville PCB business in the growing Asia region
while complementing TTM existing U.S. footprint in the PCB industry.
The combined scale, complementary product capabilities, and market breadth of these two great
companies will create significant competitive advantages in the increasingly dynamic PCB industry,
said Mr. Kent Alder, President and CEO of TTM.
The above two transactions are to be approved by the shareholders of Meadville and TTM and
completion of the two transactions are conditional on each other. Upon completion of the two
transactions and subject to satisfaction of certain closing conditions, Meadville proposes to
delist from Hong Kong Stock Exchange and will declare a dividend of approximately HK$3.47 per
Meadville share to its shareholders, comprising of cash and TTM shares equivalent to the aggregate
amount of the sale proceeds received from the laminate sale and the PCB sale. The said dividend is
comprised of approximately HK$1.867 in cash and 0.0185 TTM share for every Meadville share, which
represents a premium of approximately 61.4% over the closing price of HK$2.15 per Meadville share
as quoted on the last trading date before Meadvilles formal announcement.
Commenting on the two proposed transaction, Ms. Mai Tang, Vice Chairman of Meadville said, This is
an attractive opportunity for all Meadvilles shareholders to realize the value of their
shareholding in Meadville and at the same time retain an interest in the PCB business which will be
combined with TTM.
Merrill Lynch (Asia Pacific) Limited acted as exclusive financial advisor to Meadville and UBS AG,
Hong Kong Branch acted as the exclusive financial advisor to TTM on the relevant transaction.
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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
quickturn 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.
About TTM Technologies, Inc.
TTM Technologies, Inc. is North Americas largest PCB manufacturer, focusing on quick-turn and
technologically advanced PCBs and the backplane 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.ttmtechnologies.com.
For further enquiries, please contact Hill and Knowlton Asia Ltd.:-
Denise Maguire
Tel: (852) 2894 6312
Email: denise.maguire@hillandknowlton.com.hk
Tel: (852) 2894 6312
Email: denise.maguire@hillandknowlton.com.hk
Rachel Chan
Tel: (852) 2894 6309
Email: rachel.chan@hillandknowlton.com.hk
Tel: (852) 2894 6309
Email: rachel.chan@hillandknowlton.com.hk
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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 U.S. Securities and Exchange Commission (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 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.
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