425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on November 18, 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. INVESTOR CONFERENCE CALL SCRIPT]
Conference Call November 16, 2009
5:00 a.m., Pacific Time
5:00 a.m., Pacific Time
MANAGEMENT DISCUSSION SECTION
Operator: Good morning, ladies and gentlemen. Thank you for standing by. And welcome to the TTM
Technologies Special Announcement of the business combination with Meadville Holdings PCB.
Following the presentation, the conference will be open for questions. This conference is being
recorded today, November 16, 2009.
And I would now like to turn the conference over to Mr. Kent Alder, CEO. Please, go ahead, sir.
Kenton K. Alder, Chief Executive Officer and President
Okay. Thank you and welcome everyone for joining us on the webcast today, particularly those who
are on the West Coast, as its somewhat early in the day. But today, were going to review the
exciting combination of two great companies; TTM Technologies and Meadville Holdings Limited.
Joining me this morning on todays call is, Steve Richards, TTMs CFO; and with the Meadville
Holdings is Tom Tang, the Chairman; Mai Tang, Vice Chairman; and Canice Chung, the CEO. But before
I begin the presentation, Steve will go over some necessary legal requirements regarding this
announcement.
Steve, Ill turn the time over to you.
Steven W. Richards, Executive Vice President and Chief Financial Officer
Thanks, Kent. Id like to review with everyone, the important legal aspects surrounding this
announcement. Meadville Holdings Limited is a company listed on the Hong Kong Stock Exchange.
The combination of TTM Technologies and Meadvilles PCB business is regarded as a privatization of
Meadville under the relevant Hong Kong regulations.
In addition to compliance with all
relevant U.S. securities laws, the transaction is also subject to Hong
Kong laws and regulations, including the Hong Kong Code on Takeovers and Merger.
Under the Code, information is required to be made equally available to all shareholders as nearly
as possible at the same time and in the same manner. TTM and Meadville have issued a joint
announcement today which contains details about the transaction, the announcement has been filed with
the SEC and with the Hong Kong Stock Exchange.
The code expressly provide that no material new information and no significant new opinions will be
provided or expressed at meetings with shareholders, analysts, stockbrokers or others engaged in
investment management or advice during the offering period.
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During this call, TTM and Meadville will not be able to provide material information or express
significant opinions which have not previously been published.
Also TTM and Meadville will not be
able to give any profit forecasts or make any statements which
may be treated as profit forecast.
Under the Code, a profit forecast must be reviewed and reported on by the auditors and the
financial advisors before they can be published. No statements made at this presentation should be
interpreted to mean that earnings will necessarily be greater than those for any preceding
financial period.
Thank you. Now Kent, will begin the presentation.
Kenton K. Alder, Chief Executive Officer and President
Okay. Thanks. We will start the presentation on slide two with the transaction overview and so
first a few facts about the transaction. The equity purchase price is approximately US$521 million
payable in the form of cash and TTM stock. This implies a transaction enterprise value of
approximately $936 million.
Meadville shareholders will own approximately 45% in TTM post the transaction. The Tang family is
Meadvilles substantial shareholder and will own approximately 33% after closing. The Tang family
will also have one Board seat out of seven and will enter into standstill and voting agreements.
Our current Board is six and well expand that to seven. We have in place a new committed Asian
credit facility for the combined company of up to $582 million, Steve will provide more details on
the facility later in the presentation.
Were working with the Committee on
Foreign Investments in the United States (the CFIUS Committee)
and the Department of Defense to address and protect any national security concerns. The transaction is
targeted to be closed in the first quarter of 2010. We expect the transaction to be accretive to
earnings without synergy in the first year of the combined operations.
Now moving on to slide three, Ill
talk about the combination and how it creates the leading
manufacturer on a global basis. The operating philosophy well have as a combined company is with a
global presence and local knowledge philosophy.
TTM is the largest North American printed circuit board company. TTM had 2008 revenues of $681
million and adjusted EBITDA of $95 million.
Meadville was founded in 1985, its headquartered in Hong Kong. Meadville is also a public company
and trades on the Hong Kong Stock Exchange. 2008 revenue was 669 million and adjusted EBITDA of
$120 million.
On a combined basis for 2008 revenues, the combined company is $1.35 billion in sales and had an
adjusted EBITDA of $215 million. Now together, were the third largest company on a global basis,
combined we have a true one-stop global solution; both companies have a focused facility
specialization strategy.
A combination of these two great companies will provide opportunities to capture incremental
business from existing and new companies. With the Meadville acquisition, now TTM has the
opportunity to participate in the growing Asian marketplace. We will leverage our sales force and
our manufacturing platform to improve our service to customers and increase our opportunities to
win business, with a complementary footprint, complementary customer base and complementary end
markets.
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This will enable us to come together as one company. The combination will further diversify our end
markets and broaden our customer base. We have a deep and experienced management team with leading
expertise in the U.S. and China and, that equally as important, the two teams share the same management
style and philosophy. This will enable us to unite as we come together as a united company.
Ill let Steve present some transaction summary on the next slide and pick it up after youre done.
Steven W. Richards, Executive Vice President and Chief Financial Officer
Okay. Kent has given you the rationale for why TTM and Meadville are combining. Let me explain to
you how were doing it.
At the top of slide four, you can see that TTM
is going to provide both cash and TTM shares to Meadville shareholders. TTM will pay a $114 million in cash and will issue 36.3 million new shares. In
return, TTM will receive the Asian PCB assets as well as the access to a new $583 million U.S.
credit facility. On the left hand side of this slide gives you a snapshot of our respective debt
and cash positions as of the end of the second quarter. Combined, we had approximately $178 million
U.S. in cash and short-term investments. As most of youre aware TTM has a $175 million U.S.
convertible bond outstanding, which matures in 2015.
Meadville had a variety of borrowings as of June 30th that totaled about $455 million to it. Had we
been a combined company, we would have had net debt of about $450 million at the end of June.
In the center of the slide, we show a capsule summary of the income statement to 12 months ending
in June had we been one company. As Kent mentioned, our revenue wouldve exceeded U.S $1.2 billion
and our adjusted EBITDA wouldve approached U.S $200 million Last column on this slide,
combined data from the first two columns, gives you an indication of the leverage ratio of the
combined company. Keep in mind that EBITDA for both companies 12 months ending June was impacted by
the global economic downturn. That was yielding the leverage ratio of 3.3 times. Our intention is
to deliver a leverage ratio of less than three times trailing 12 months adjusted EBITDA in the first
year after our combination becomes final.
Ill provide more financial detail later on in the presentation but let me hand it back to Kent now to
provide you with more background on Meadville.
Kenton K. Alder, Chief Executive Officer and President
Okay. Well move on to slide five and give a quick overview of Meadville. As I mentioned earlier,
Meadville was founded in 1985, headquartered in Hong Kong. Meadville was a leading printed circuit
board manufacturer in Asia publicly listed on Honk Kong Stock Exchange. Meadville has a similar
focus on higher-end printed circuit board products and has 12,000 employees, eight manufacturing
facilities, one at Hong Kong and seven in China. If you move down to the bottom of the page, you
can see some revenue profit numbers for 2007 and 2008. 2007 revenues of 526 represented a 44%
year-over-year growth. In 2008 top line grew 27% to $669 million. Profit margin for 2007 is 23% and
19% in 2008. As for gross margin they appear fairly complementary to TTMs gross margin. And the
operating income margins were 12% and 13% respectively.
In the upper right hand corner you can see the customer base and the customers in each end market,
clearly an excellent customer base that matches up well with the customer base from TTM
Technologies. On an end market base, communication represented 34% of sales, cellphone business was
24%, computers 19, consumer at 10, thats interesting to note that the automotive business is less
than 1%, so its not Meadville is not focused on automotive play. From a
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geographical
basis, just over half of the work is delivered to China and about 9% going to North
America.
Moving on to slide six, you can see the valuation of how Meadville meets TTMs M&A criteria as many
of you know we have been looking for a long time for an Asian
partner. With the Meadville combination,
well become an ideal company on a global basis. Our acquisition criteria has been consistent and
unchanging. We have been very disciplined in our approach and I think because of that we have now
arrived at the right solution with the right business partner. But before we move into the criteria
lets take a closer look at our business strategy, and our strategy is based on time and technology.
Thats a consistent strategy thats been in place since the beginning of TTM and with the type of
acquisition we added the aerospace and defense to become the leader
in North America. Aerospace
defense with the time and technology were the leader in each one of those segments of our strategy. We
also focus on financial strengths. Operational excellence is key. We want to maximize what we have
and make sure that we drive profit margins to the maximum extent that we can by servicing customers
accordingly.
As
you know, TTM is a combination of acquired companies and we have a successful history of
integrating companies. The missing component in the past has been an Asian capability. With this
transaction, now we are completing our strategy and that will enable us to provide customers with
the total solution on a global basis.
Now lets take a look at the M&A criteria. Meadville is clearly a well run company and they deliver
excellent financial results. Theyve a very capable management and executive team. It will be hard
to get the results that Meadville accomplishes and delivers without a very capable team. We have a
strong cultural fit with TTM; both companies are customer focused, cost disciplined, profit driven
and growth oriented. From a technology capability perspective were very complementary; the
complementary capabilities of the two companies are the reason why we can integrate the two
companies and become one. There are eight facilities with Meadville and they are
operated on a similar fashion for TTM. We have a consistent customer base with little overlap and
where we do share our customers, we meet different needs within that customer base. So, we share
customers that we are able to meet provide a spectrum of services now as we meet customer needs
from different perspectives. With this transaction, we increase our end market diversification.
And when you look at the past investments in buildings and CapEx from new-build, youll find that
were well positioned to grow in the future.
Moving on to slide seven, this chart shows how the two companies relate together. On the x-axis,
you have volume, the y-axis is technology. The blue ovals indicate end markets or customers that
are serviced by Asia. Our Meadville operations in yellow ovals indicate end markets or customers
that are serviced by North America or TTM operations. Together, we cover all of the targeted end
markets and targeted customers and we can meet all of our customer needs. Individually, we have
gaps in our coverage but together we have no gaps. This combination will deliver to our customers a
true one-stop solution.
Let me talk a little more about the one-stop solution concept. What we are meaning by one-stop
solution is that we have a complete spectrum of manufacturing capabilities to offer our customers.
We have quick-turn, low volume, high mix, mid volume, high volume, high technology and higher
technology but from a manufacturing perspective, we have a complete spectrum. We also meet all of
our customer needs throughout the products lifecycle. As products are introduced and they need R&D
capabilities, we have the R&D capabilities like quick-turn. We have new product introduction
capability with our high mix capabilities, the products ramp, we can meet the ramp need as
products stabilize and move into volume, we also have capabilities to service customers on a stable
product basis and then as the product moves to end-life. So we can cover the spectrum throughout
the product lifecycle as well as any manufacturing or technology
demand. So there are gaps now in
our capabilities.
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Now on to slide eight, this combination clearly diversifies our revenue base by diversifying
geographically and increasing our end market diversification we provide more stability to our top
line, yet more importantly, we create opportunities to win business. Looking at the revenue by
geography, you see TTM delivers 76% of its products to North America, 12% to China, Meadville
delivers 56% to China and 6% to North America.
On a pro forma basis, were clearly more balanced on a global basis. Looking at revenue by end
markets, TTMs two largest markets are military aerospace and networking and communications.
Military at 37% and aerospace 19% on a combined basis, but it does not impact that end market, we
continue to maintain our leadership in the military and aerospace end market. Communications and
networking is the largest end market for both companies, TTMs networking at 40% and communication
for Meadville at 34% and reach to 36% on a combined basis. So again a more balanced end market and more balanced by geography.
Moving on to slide nine, this is a side-by-side comparison of our customer base. You can see the
top five customers for TTM and for Meadville for 2008. Theres no overlap between the
customers. For the top ten customers in fact, we have one customer in common and with that customer
we will service backplanes to that customer from our Shanghai facility while Meadville will service
the customer from a printed circuit board basis. So, even though we share a customer theres no
overlap in our coverage.
Again,
as we go through the end markets, you can see that theres excellent customers in each
market both on the TTM side as well as the Meadville side. So, little overlap in our customer base
and where there is overlap, then we service customers from a different perspective.
On to slide 10. Clearly were providing and creating a company that can provide a total global
solution for our customers. We have manufacturing facilities in the appropriate geographical area.
So, were well positioned and service customers on a global basis. We have a complete spectrum of
products and services, when you look at our capabilities now with flex and rigid flex, backplane
assembly, quick-turn and high mix through volume. We have the complete spectrum. We have no missing
components.
And with our existing global sales force, we have relationships with our customers and well
leverage those existing relationships to capture new business. Now that we have the total spectrum,
this combination will create significant cross-selling opportunities. It will also enable us to
approach new customers. Now that we have the total solution, we can attract new customers that
prior to this combination where we had gaps in our spectrum that hindered our ability to attract
new customers. Now we have a total solution and we believe that well be able to win business with
new customers.
On the operational
efficiencies, with our enhanced purchasing power, now we can have some win-win
arrangements with our suppliers. From a capital expenditures perspective, the business model is
different between the North American printed circuit board operation
and an Asian operation. The CapEx expenditure is different. However, as we come together its clear that we can
be more efficient and more effective in our CapEx expenditures.
Now just as in past combinations, we will learn from each other. Well share best practices and we
will improve the overall company by sharing what we know and the best practices between our two
companies.
Slide 11, shows a ranking of the leading printed circuit board companies on a global basis. TTM
ranks 18 and Meadville ranks 13 on an individual basis. Together we become the third largest
printed circuit board company. But more importantly than being the third largest, were well
positioned with the technology basis that we have, the manufacturing capabilities, the broad
customer base, the diversified end markets, management teams. Were well positioned to compete on a
global basis now.
5
Lets
examine how we can create the ideal company on a global basis. We are
a well run company, we
deliver solid profit margins and we have strong cash flow. We have an experienced and capable
management team that executes our business plan and our business strategy. Our business is a lot
about execution, so its important that we have a team and a skilled workforce that can execute the
strategy. Both companies have invested wisely in the past. So, we are well positioned to grow. Now
that were a united company, we have the ability to service customers on a global basis, but again
we have a one-stop customer solution and no matter where a customer
need comes, whether it be from a technology
perspective or on a product lifecycle, we have a capability to meet
our customers needs.
Were focused on the advanced technology, the higher margin business where theres fewer
competitors. Were still the leading aerospace and defense supplier, and that will not change. We
are diversified by geography and customers that will increase our ability to service customers and
create opportunities for us. Our facility specialization strategy is
key to being able to
provide our customers with the products they need and to be the best in each area we operate in.
On a specialized facility basis, we can provide our customers with everything that they need, yet
internally we can operate efficiently and productively and profitably. We dont have to be
everything to everybody in one or two facilities. We can focus our facility and then continue to
service our customers on a global basis. With our Asian capacity now, well leverage our existing
technical sales and customer service and technical support to win new business opportunities.
The next slide illustrates the global footprint as a combined company. Its clear that we have a
solid capability match. Thats why well be able to integrate and become one company and generate
new business opportunities. The combination will offer customers now a complete and a total
solution. This should benefit all of our facilities. So we anticipate that our facilities will
benefit from this transaction. We have no facility closures.
You can see that the aerospace
and defense facilities located in North America are
high-tech and quick-turn, and high-mix facilities are located in North America with the exception of
the Hong Kong OPC facility, thats a high-mix with some quick-turn work that will join that segment
of our work. We have our focused assembly facility in Shanghai and then the volume facilities in
China. Just a high overview of those facilities, the DMC facility is a high-tech volume facility
focused on exports. SYE is a high-tech and a volume facility focused
on servicing customers in
China. GME is an HDI facility with export focused to Japan. And, the SME is a commercial flex and
rigid-flex facility. SKE provides drilling services to the other northern China facilities and the
MAS is an HDI facility that serves the local customer base. And then we have a substrate facility
in Shanghai with a chip carrier expertise. So, again our global footprint and diversification
focused facility strategy will enable us to service customers on a global basis.
On slide 13, you can see the
organizational structure, its fairly simple. The U.S. business will
continue to be managed by the TTM team, the commercial assembly business again will continue to be
managed by the TTM team and then the Asian business will continue to be managed by the existing
Meadville team. Its pretty vital that we have the respective teams in place, and which I expect
these teams are very capable. So, when you look at our global presence and local knowledge
strategy, I think weve got the right teams in the right place.
The laminate business that was
part of Meadville is not part of the company that were buying. The laminate business is not
core to our business model. We have an excellent supplier base with laminate suppliers so we
will we are well positioned to continue.
The next couple of slides talk about the financial numbers. So Steve will review the next couple of
slides.
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Steven W. Richards, Executive Vice President and Chief Financial Officer
Thanks, Kent. Looking at slide 14, you can see that both Meadville and TTM have increased revenue
and EBITDA in the last few years. As a combined company, we would have exceeded $1 billion in
revenue in both 2007 and 2008, and both companies have increased sales through a combination of
acquisitions and growth. TTM acquired the PCB Printed Circuit Group, excuse me, from Tyco in
October of 2006. And Meadville acquired a majority interest in the PCB manufacturing business of
Aspocomp in late 2007. In 2006 and 2008, revenue growth for the combined company would have
averaged more than 35% per year. Adjusted EBITDA has also increased in both companies. On a
combined basis, EBITDA would have grown by more than 22% per year from 2006 to 2008. Adjusted
EBITDA margin for the combined company would have averaged 15% to 16% from last few years.
Slide 15 is a broader view of the data from the previous slide. Here we compare the combined
Meadville-TTM Company with our respective North American and Asian peers.
On the left side, on the North American PCB manufacturers, as you can see, this transaction would
have more than doubled in TTMs revenue and adjusted EBITDA for the 12 months ending in June 2009. The combined company also would have posted the highest adjusted EBITDA and EBITDA margin in North
America.
On the right side, you can see how the combined company would have stacked up against the public
Asian PCB manufacturers. For The 12 months ending in June 2009, the combined company would have been the
largest in terms of revenue and in number two position in terms of adjusted EBITDA.
Next slide 16, provides a breakdown of the credit facility associated with this transaction.
As I mentioned earlier, TTM and Meadville are refinancing Meadvilles existing debt as part of
this combination. As of June 30, 2009, Meadville carried about $455 million of debt. These
borrowings will be refinanced as part of a $582 million four-year credit facility provided by a
syndicate of seven leading Asian banks. Were very pleased with the terms weve arranged with these
banks.
The credit facility is divided into four tranches. First tranche is a $350 million term loan, which
will bear interest at LIBOR plus 200 basis points. Second tranche is an $87.5 million revolving
credit line that will carry interest at LIBOR plus 225 basis points. They can be repaid and
reborrowed as needed. The third tranche is a $65 million trade credit facility, and the fourth
tranche is an $80 million letter of credit facility. In terms of security, the asset of the Asian
PCB business, not the U.S. business, are pledged as collateral on this debt, TTM is providing
a parent guarantee to the lender.
On the right hand side of this slide is a summary of the debt covenants, so obviously a lots of
detail here. Let me give you a fairly high level overview. Essentially we have four covenants that
will apply to the Asian PCB business, and four others that will apply to the consolidated company.
Tangible net-worth requirement, the standard covenant among Asian lender, and we have specific
minimums for both parts of our business. We also have leverage ratio and interest coverage covenants
for both the Asian PCB business and TTM consolidated. Another covenant worth mentioning is the
requirement that the Tang family maintain a minimum ownership in TTM of 20% throughout the life of
the loan.
Wrapping up, slide 17 list the milestones that need to happen prior to our projected closing
for the first quarter of 2010. You can imagine that a deal of this size on a global basis will be
subject to an anti-trust review, both in the U.S. and in China. Because of our strategic involvement
in the aerospace defense business well require approval by the Committee on Foreign Investment in
the United States as well as the Department of Defense. And of course, both TTM shareholders and
Meadville shareholders need to approve the combination.
With that let me turn the call back to Kent for some concluding remarks.
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Kenton K. Alder, Chief Executive Officer and President
Okay. Thanks Steve, and clearly were excited about the opportunity to work with Meadville. Were
excited about this combination and the opportunities that it presents to grow our business. The
united company will definitely be able to win business that we couldnt have won as
two separate companies. By 2008 revenue, the new company will be ranked number three. Were well
positioned to serve customers and continue to attract their business. We will build on the current
strength of each company. The two companies fit together and will leverage the capabilities of each
company to expand globally. We have a great customer base in North America and in China and other
parts of the world. Significant cross-selling opportunities exist with the new capability.
Capabilities that we have complement each other to remove gaps in our wide range of products as we talk a lot about the opportunities created by this combination. But there is a little more
than par. When you look at the financial performance, I think that validates our strategy and it
validates the strength of our management team to execute that strategy and deliver industry leading
financial performance.
As you know, weve been active for quite a long time with an Asian partner-looking for an Asian
partner. TTM and Meadville started the conversations about combining our two companies almost three
years ago. This is not something that happened quickly. It was a long process. Weve had a good
look at each other and been able to examine each other for a long time and verify that this
transaction is a good fit. Weve developed the respect for each other and we look forward to
working together. Were enthused about this combination. Were excited about the future and we are
anxious to get started.
So, with that, lets open up the call to any questions that you might have.
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QUESTION AND ANSWER SECTION
Operator: Thank you. [Operator Instructions]. Our first question comes from the line of Amit
Daryanani. Please go ahead.
<Q Amit Daryanani>: Thanks. This is Amit Daryanani from RBC Capital. Congratulations on
the acquisition guys.
<A>: [inaudible].
<Q Amit Daryanani>: I had a couple of questions though; one, could you just talk about if
there was any material piece of revenues from Meadville that come from quick-turn operations and
also could you just talk of what the average layer count at Meadville currently is?
<A Kenton Alder>: Sure. Amit, in the OPC facility of Meadville, theres some quick-turn
work that is performed there. I think in some of the other facilities, theres some quick-turn
thats pre-production kind of work. Though there is some, its not a lot, but there is some
quick-turn work there. I think when you look at the combination between the two companies I think
theres some best practices that we can exchange that certainly would enhance that capability. Canice are you on? Could you answer the question about the layer count?
<A Canice Chung Tai Keung>: Indeed, Meadville is running majority of our operation in mass
volume and then our average layer count is about eight layer about and then which you can see from
our announcement, as well our average sale and selling price ran close to about US$28 US$29 per
square feet. Regarding the quick-turn, we only have a small operation in Hong Kong who are
specializing in quick-turnaround and then the average layer count were running about 10 to 11
layers. And average selling price about 80 to $90, okay, or sometimes even $100 per square feet in
a quick-turn areas there.
<Q Amit Daryanani>: Got it. Thats helpful. Thank you. And then I mean if I look at the
07 to 08 numbers for Meadville, its kind of interesting to see that gross margins took a hit
along with revenues but the operating margins actually improved nicely year-over-year. Im curious,
does Meadville have some publicly stated targets on the operating metrics that you guys could share
with us?
<A Kenton Alder>: Yeah, let me take a stab at that, but I think the operating metrics that
were looking at when we look at the comparison between TTM and Meadville and looking at it on a
gross margin basis, were pretty close with gross margins running between 19% and then up to the
22% and then, of course, that depends on the top line and so forth. But I think were very similar
there with objectives and so forth. Again, Canice, do you want to add to that?
<A Canice Chung Tai Keung>: While in this, if you look into the historical performance of
Meadville, we did have a slight distortion on the 2008 figures you saw. Of course you can always
refer to our announcement and the Chairmans statement on 2008. For that year we have almost two
new operation running in that the initial startup loss have dragged, okay, quite a bit on the
operational performance. But, in general, okay, that we are quite comfortable to maintain about 20
range percent of the gross margin in general.
<Q Amit Daryanani>: Got it. And then just Kent, finally I guess Im a little curious and
surprised that Cisco or IBM did not have a relationship with Meadville even though they moved quite
a bit of the volume production to Asia. Im curious as you did your due diligence, did you talk to
some of these larger OEMs to see why Meadville wasnt a partner for them in Asia and do you think
you could change that dynamic?
<A Kenton Alder>: Well I think as you know, those are two customers that we have. Were
pretty much aware of the opportunities that exist within the companies. I dont think it would be
9
appropriate for us to say any more about that on that front. We know theres opportunities with
those two companies.
<Q Amit Daryanani>: All right, I guess Kent maybe in a different way, how does the
qualification work with these guys? I mean they obviously have to sort of re-qualify the new
manufacturing sites that you get, how long does that process typically take?
<A Kenton Alder>: Well, it can vary. Again, and generally with customers theres a
specific site qualification progress and then theres sample products and then theres usually a
survey and then you go through some type of quoting process. And that, depending on the need of the
customer. That could happen quickly, like within months, or it could take longer and some of those
processes with customers are already in place.
But one of the advantages of this combination is the fact that we service 700 different customers
here in the United States. We have a relationship with those customers. We have a sales team. We
have technical sales and customer service support. We know these customers well and now that we have
Asian capabilities and we introduced Asian capabilities and combine that with the customer support
that were already giving, we think thats where the winning combination comes from. Well have a
complete spectrum of services now that we can offer to these customers and believe that there is
work available that we can bring into TTM because of this combination.
<Q Amit Daryanani>: Perfect. Thanks a lot guys.
Operator: Thank you. Our next question comes from the line of Amitabh Passi from UBS. Please go
ahead.
<Q Amitabh Passi>: Hi, thank you. I just had a couple of questions. Steve, the first one
is for you. Could you just tell us what the cash flow profile was like for Meadville and
specifically their CapEx requirements over the last couple of years?
<A Steven Richards>: Yes, Amitabh. The CapEx has been fairly dramatic as you can imagine
for a company thats growing as fast as Meadville has been. Theyve spent anywhere from say, $80 to
$100 million per year in CapEx. Of course thats much larger than ours. But of course, theyre
growing at double-digit rates of revenue.
On a cash flow basis, theyre Im looking at the six month period for ending in 2009, and
their net cash due to operational activities was HK $258 million. So divide that by about eight,
and you get for the first six months about $35 million in operating cash flow. Canice, does that
sound about right to you?
<A Canice Chung Tai Keung>: Indeed, its about and then for the Meadville, we did have
depreciation in the PCB in the range about US$50 million a year. Okay, why we are driving a
relatively high gearing in the last within three years was huge of the business
opportunity I had, that we are having spending a lot on the infrastructure type construction,
everything there, okay.
And like in 2009, okay, although that business have been slowing down slightly, that because of no
new capacities requirement that we are able to build up positive cash flow, and then lowering our
gearing quite rapidly, okay. So all in all, it is a strong cash flow operation, but all depends on
how fast and how great is the business opportunity ahead, that we need to take care of the CapEx to
entertain those new businesses.
<A Steven Richards>: Right. So Amitabh, when you look at the first half of the year
statement, the interim report which you download from Meadvilles website; they drew pretty
significantly in the first half of 08 the credit facilities, the funds for that CapEx, as well as
using some operating cash flow. But theyve actually in 2009 for the first six months, paid back
just under $10 million of the
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credit facility. So theres been much more of a shift towards a little slower growth due to the
economic downturn.
<A Kenton Alder>: Yeah, and then keep in mind that with Meadville in 2007, the revenue
growth was 44%. In 2008 it was 27%. That is some pretty significant numbers. And so theres a heavy
demand on CapEx when youre growing at that rate.
And then the second thing to remember is, the business models between Asia and North America are
different. Theres different CapEx requirements when youre involved in a volume-oriented operation
than there are when youre in a say a quick-turn or a low volume, high mix facility. So by mix,
just by the products and by the business model, youll have a higher CapEx requirement for the
Asian operations than you do for North America.
<Q Amitabh Passi>: Okay. And then I guess by deduction, so fair to assume that the CapEx
will be at higher levels going forward than weve seen sort of over the last few years?
<A Steven Richards>: Yeah, Amitabh, unfortunately because of the restrictions that
the takeover code in Hong Kong imposed on us, we cant give any forward-looking statement.
<Q Amitabh Passi>: Oh, okay.
<A Steven Richards>: But certainly the profile, the past information should be helpful in
your work.
<Q Amitabh Passi>: Okay, got you. And then just one for Kent. It seems like certainly the
makeup of the company shifts with the acquisition of Meadville. You now have much more exposure to
some of the consumer oriented arenas. Just wondering strategically, any concerns, issues, I mean do
you de-emphasize any of these areas or are you just as excited about the opportunities going
forward?
<A Kenton Alder>: Yeah, well, I think its the last I mean were just excited about the
combination. And like I said in our closing comments, I mean we have been very active in
the acquisition front when you go clear back prior to Tyco we were making trips over to China in
2005.
So this has been a long process. And the fact that we were able to come together as two companies,
I think, and create this company thats the third largest in the world is important that the
capabilities and the cultural fit that we have and the business philosophy, the way we run the
businesses, thats what gets me excited about this opportunity, is the cultures fit.
The objectives and the way that we go about running the business with a growth oriented and profit
focused cost conscious operation, these companies will come together. Because the important thing
is sometimes the soft issues. While they fit when you look at capabilities and technical ability
and how we service customers, the soft issue, culture-thats whats going to make the company
click. And we feel excellent and excited about that.
As far as the end markets, I mean theres a little bit of automotive in there, theres some
[inaudible] body work that Meadville has. And thats pretty natural when you have the capabilities
to have some of that. But theres not a lot of participation that TTM will have in that business
unless its some quick turn work on the front end; and that also works on the other side of things,
our aerospace and defense. Thats pretty solidly based in North America. And there will be probably
no impact to that work with this combination. With the exception of the commercial aerospace. I
think theres some work that will be captured in Asia as well as North America.
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And I think together, well have a better chance of satisfying those customers clearly than we
would have as separate companies. So we have a lot of opportunities created by this combination and
were looking forward to introducing the capabilities to the customer base.
<Q Amitabh Passi>: Okay, thank you.
Operator: [Operator Instructions] Our next question comes from the line of Flora Lee from MT.
Please go ahead.
<Q>: Hello, I have a congratulation first and I have a question regarding the Tang family
because Tang family is quite a good friend with the Chinese government as is rumored in the market.
And do you have the confidence to get approval from the U.S. Department of Defense in approving
this deal because perhaps they will have some other hesitation?
<A Kenton Alder>: Yes, and to let you know, weve had a meeting with the CFIUS Committee.
We have submitted the preliminary draft application to the CFIUS Committee. So were working with
them to make sure that we have the mitigation procedures and policies in place. And we already have
a lot of that in place and so forth. But well continue to work with the CFIUS Committee and the
Department of Defense to make sure that we can meet whatever requirements they have in order to
get approval.
<Q>: Okay. So you said that you have got lot of confidence on that issue. Does it imply that
you have already got a sort of preliminary approval from the U.S. Department of Defense?
<A Kenton Alder>: We do not have preliminary approval. We have submitted a preliminary
draft submission to the CFIUS Committee. And so that has been reviewed. Weve had some feedback on
that. So we will continue to work with those government agencies. And weve looked at different
options and discussed what mitigation procedures we have to have in place and were certainly
willing to move forward with whatever procedures and policies come about because of this
combination.
<Q>: Okay, but are you worried that the relationship of the Tang family with the Chinese
government perhaps will post some hindrance to this deal?
<A Kenton Alder>: Well, their part of this was they were certainly aware of the
relationship with the Tang family. So thats been considered.
<Q>: Okay, sir. Thank you very much.
Operator: Our next question is a follow-up from Amit Daryanani from RBC Capital Markets. Please go
ahead.
<Q Amit Daryanani>: Yeah, thanks. Hey, Steve, I just had a couple of questions for you,
one was, is there any initial stab you have on what sort of impact would mark-to-market inventory
or something be for Meadville?
<A Steven Richards>: Sorry, in terms of the fair value accounting?
<Q Amit Daryanani>: Yeah.
<A Steven Richards>: Yeah, its like once again, thats forward-looking, Amit. But I
will tell you that we have employed Duff & Phelps, which is a pretty well known evaluation team to
come in and do an assessment of the fair value of the PP&E and the customer intangibles and so
forth. And now that weve announced the deal, well be commencing that work in earnest to get that
done by the first quarter close.
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<Q Amit Daryanani>: Got it. And then obviously, when you guys talk about the deal being
accretive in 2010 I believe, thats on a non-GAAP basis or GAAP basis? And then could you just talk
about other material restructuring charges that we should be cognizant about once the deal closes?
<A Steven Richards>: In terms of restructuring charges, obviously we recorded
restructuring charges this year for our Redmond, Hayward and Los Angeles plants. So we feel like we
have really right sized our footprint in North America. Its been a painful downturn for us of
course, but I think we made the right decisions for the benefit of shareholders going forward in
the U.S. Obviously, this deal is not one where theres a lot of synergistic benefits to be derived
from closing facilities. So that was not a motivation in this, hopefully that can clarify your
question there.
<A Kenton Alder>: And I think its when you look at our strategy with M&A, its to buy
well run companies because there is no need to go in and do any repairs and those kinds of things
so in this case we have a well run company. Theres some minor duplication with a couple of
positions but really this is not a synergy type play. We are not dependent on any cost synergies.
This is two great companies coming together to do more together than we could individually. So,
its not based on any cost cutting synergies.
<Q Amit Daryanani>: And then Steve on the assumption that it will be accretive in 2010, is
that on a GAAP or non-GAAP basis or both?
<A Steven Richards>: I dont think there is any problem in saying that when we look at
earnings and accretion to earnings, its on a GAAP basis.
<Q Amit Daryanani>: Got it. Perfect thanks.
Operator: Thank you our next question comes from the line of Rich Kugele from Needham & Company.
One moment please. Please go ahead sir.
<Q Richard Kugele>: Hello.
<A>: [inaudible]
<Q Richard Kugele>: Yes, so just quickly will local management remain?
<A
Kenton Alder>: Absolutely; thats part of
what why were interested in Meadville because
its strength is the executives and the strength of the management team. So, they will absolutely
remain in place and its part of our global presence, local knowledge strategy.
<Q Richard Kugele>: Okay and then just lastly any break-up fee, I didnt see it in the
8-K?
<A Kenton Alder>: No, there is no formal break-up fee.
<Q Richard Kugele>: Okay great. Congratulations, thank you.
<A Kenton Alder>: Thanks.
Operator: Thank you. Our next question comes from the line of Shawn Harrison from Longbow
Research. Please go ahead.
<Q Shawn Harrison>: Hi, good morning. I guess real early morning for the both of you.
Steve I just had a question on the debt if you can clarify it a little bit. Should we assume that
the term loan would be fully used as part of this transaction and then pieces of the different
revolving credit facilities to finance Meadvilles outstanding debt?
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<A
Steven Richards>: Yes well, Ill talk about the two well, four tranches obviously,
tranche C and tranche D. One is a factoring facility for receivables
and one is letter of credit. So
well draw on the LCs as needed to replace the LCs that Meadville currently has. I dont expect to
factor receivables in the near future. Id be basically as you surmised, term loan and revolver
credit facility of the because the revolving credit facility is drawable, repayable, re-drawable
and the term loan can only be taken out at one point and then repaid down. I think you can draw
some conclusions around how we might structure the debt.
<Q Shawn Harrison>: Okay, okay. And that term loans can be paid down at any time?
<A Steven Richards>: Actually, yes and no. There actually is a pre-payment penalty of
paying back anything in the first year. So, wed pay a small fee to pay down if we pay down in
advance, but of course given where the interest rate is at LIBOR plus
200 basis points, its a pretty
attractive rate. So, I dont expect that wed be clamoring to pay down the debt in
the first year anyway. And then after the first year, theres no pre-payment penalty. Amortization,
as youll get this is going to be a filed document. The amortization is actually also it kind
of ramps up over the life of the facility with a 5% payment due in at 15 months and then a little
bit more each month, each six months after that.
<Q Shawn Harrison>: Okay. It looks in it looks like the all-in rate was something
around kind of below 4% which is, as you stated, pretty attractive. I guess a follow-up question
for Kent. You mentioned earlier in kind of your prepared remarks that you do share some customers
but you dont at least right now do some of the exact, same business for them or same type of
production. Maybe if you could just elaborate on that comment, whether you could use a specific
customer name or not, but just give us a better idea of kind of what you will consider say a
customer in the communication sector, what Meadville does right now, what you do right now and kind
of where you could potentially meet the middle 12 to 24 months down the road?
<A Kenton Alder>: Okay. So, when we look at how we service customers from a TTM
perspective, were servicing customers on a new product introduction. Our quick-turn customers have
high mix needs, low volume high mix, thats right, and the strength of TTM Technologies. Customers
also have volume products and when a product goes through the product life cycle and it stops going
through that research and development and new product introduction, there is lot of revs and
product stabilizes through the volume. TTM has a hard time servicing customers with those products.
Thats where the combination comes into play. A customer would have its quick-turn needs met by
TTM, its high mix, low volume needs met by TTM, and then when the product stabilizes and moves to
volume, then thats going to be Asian and the Meadville operations come into play.
So now, no matter where the product lies on its product life cycle, no matter what requirements the
customer has, we can meet those requirements. And theres been some customers that have been
reluctant to work with TTM because we have been missing that component. And so now that we have a
complete spectrum we can go back to those customers and indicate now that we have the total
package. And thats where that total one-stop solution comes into play. We dont have any missing
components in there so that we can capture work that we previously couldnt capture, we can better
serve customers, provide them with a value-added proposition.
<Q Shawn Harrison>: Okay. This is a kind of a broad question. If I mean have you done kind
of any investigation of what the potential size, market opportunity is for that business that
youve lost over time, thats gone to volume that maybe out there for you to pick up over the next
few years?
<A Kenton Alder>: Exactly. We have done that and we have some numbers in mind. Im a
little reluctant to throw out some numbers. I think that would be one of the forward looking
statement criteria but clearly, we have evaluated that market and what the total available market
previously is and thats why were excited about this combination.
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<Q Shawn Harrison>: And would principally be within the computing and
communications/networking aspect, correct?
<A Kenton Alder>: Yeah, thats the reason this combination works. And weve talked about
matching capabilities and why we fit together. And when you look at a lot of Asian companies that
might be focused on cell phones or they might be focused on IC substrate or Notebooks or automotive
and when you look at the end market diversification of Meadville, you find that it matches quite
well with TTM Technologies. So, when we say were going to become one company, we truly do become
one company. I guess as an example say if Meadville was purely an automotive facility and we came
together and I walked into our customers and gave some good news, we have Asian capability they are
good at automotive work. I dont think our customers would appreciate that but when you look at our
customer base and we look at how we worked together and complement each other its because we have
strength in the communication segment and the industrial, medical and computer consumer product for
some there and some in the cell phone so when you look at the end market distribution about 75% of
that we line up quite nicely with and thats why this combination will work.
<Q Shawn Harrison>: Okay and then may be just a final question, I know one of your
competitors had opened, it expanded their technology in kind of capabilities within their Asian
sites and opened it up to transferring production into some of those sites and in past, large chunk
of revenues kind of is the migration happened quicker than they had anticipated? As you look at
your North American revenue mix, do you see any risk that as some of these sites are qualified by
existing customers the Meadville sites that theres a risk that obviously youll see a volume shift
out to North America it would seem to me that its not likely given kind of how your assets are set
up currently but just wanted to get your thoughts.
<A Kenton Alder>: Yeah, I think its highly unlikely that, that will happen. I mean you
cant guarantee that for every part number right down the list, but we have been competing on a global
basis for the last 10 years almost since 2001 so what we have in North America, and you understand
that we have rationalized our footprint and we have downsized our operation so that we have the
right capabilities now in North America. And with the Meadville combination now, we believe that
will bring opportunities to enhance our current operations. So, what each operation has its own
individual business model and that business model is about servicing customers in a particular
way. So, as we look at servicing the complete spectrum of our customers need and we talk about our
facility specialization, we have facilities that are set up to meet customer needs for specific
opportunities. And they will provide value to those customers that cannot be met by other
companies. So, the beauty of this combination now is when the customer has volume that can be
provided with the customer in Asia when they have quick-turn or high mix or high layer-count that
we have a facility for that too. So, we think this combination because we have some volume work
that well attract some more high mix work. So, this combination will enhance all of our facilities
basically, to put it in a short statement.
<Q Shawn Harrison>: Okay. And then just to close it out, I know its been two weeks since
your earnings call, but is Asia view of the North American market changed in any sense either
positively or negatively since then?
<A Kenton Alder>: I think, on our earnings call we talked about the marketplace being a
little more robust from a commercial perspective and we continue to see that.
<Q Shawn Harrison>: Okay. Thanks a lot and congratulations. I know you guys have worked on
this for a few years.
<A Kenton Alder>: Thank you.
<A Steven Richards>: Thanks Shawn.
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Operator: Thank you. [Operator Instructions]. And at this time, we do not have any further
question, I would like to turn it over back to management.
Kenton K. Alder, Chief Executive Officer and President
Okay.
Thank you, this is a fun event for us. I mean this is a combination of a lot of years of hard
work, a lot of research and its a combination of a lot of due diligence and I think through that
due diligence process we were able to continue to confirm that these companies belong together,
and there were times where you look and want to make sure youve got the right partner but we
havent looked back once. We believe that this is a combination
of the two best companies on a
global basis and were excited about what we can do in the future. So were anxious to get started,
were enthused about this and we look forward to talking with you in the future. So thank you
everyone. We appreciate your interest and well talk to you shortly.
Operator:
Ladies and gentlemen, this concludes this TTM Technologies, Inc. teleconference. You may
now disconnect. Have a great day and thank you for using ACT Conferencing.
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
16
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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