425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on December 4, 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 UPDATE TO JOINT ANNOUNCEMENT OF NOVEMBER 16, 2009
SUBMITTED TO THE STOCK
EXCHANGE OF HONG KONG]
EXCHANGE OF HONG KONG]
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this announcement, make no representation as to its accuracy or
completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or
in reliance upon the whole or any part of the contents of this announcement.
This announcement does not constitute an offer to sell or the solicitation of an offer to buy any
securities of Meadville Holdings Limited (Meadville) or TTM Technologies, Inc. (TTM) or a
solicitation of any vote or approval. In connection with the transactions described in
the joint announcement made by Meadville, TTM, TTM Hong Kong Limited
(TTM HK)
and Top Mix Investments Limited (Top Mix) dated 16 November 2009 (the
Joint Announcement),
TTM will file relevant materials with the Securities and Exchange Commission of the
United States (the SEC). 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 US prospectus for Meadville and the
shareholders of Meadville. TTM will mail the proxy statement/US prospectus to its shareholders and
the US prospectus to the shareholders of Meadville or Meadville will include the US 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/US
prospectus regarding such transactions when they become available because they will contain
important information. The proxy statement/US 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,
United States of America, Attention: Investor Relations.
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 the Joint Announcement.
Information about the directors and executive officers of TTM is set out in TTMs definitive proxy
statement, which was filed with the SEC on 26 March 2009. Investors may obtain additional
information regarding the interests of such participants by reading the proxy statement/US
prospectus which TTM will file with the SEC when it becomes available.
TTM Technologies, Inc. (incorporated in the State of Delaware, United States of America) |
TTM Hong Kong Limited (incorporated in Hong Kong with limited liability) |
ANNOUNCEMENT
This
announcement is made pursuant to Rule 3.8 of the Hong Kong Code
on Takeovers and Mergers.
Reference is made to the joint announcement made by Meadville (Stock Code: 3313),
TTM, TTM HK and Top Mix dated 16 November 2009 in relation to, among others, the PCB
Sale, and the announcement made by TTM and TTM HK
dated 24 November 2009 in relation to certain changes regarding the
details of the relevant securities of TTM.
Unless otherwise stated, all capitalized terms used in this announcement shall have the same
meanings as those ascribed to them in the Joint Announcement.
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The details of the relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) of
TTM have changed. As at 3 December 2009, there were 43,176,571 TTM Shares in issue. The aggregate
number of TTM Shares which may be issued upon the exercise of stock options and rights under the
equity incentive plan for its employees adopted by TTM in 2006 was
3,307,175 TTM Shares (representing
approximately 7.7% of the TTM Shares in issue as at 3 December 2009) and the
number of TTM Shares remaining available for future issuance under
the plan (excluding the 3,307,175 TTM
Shares referred to above) was 4,874,404 TTM Shares (representing approximately 11.3% of the TTM Shares
in issue as at 3 December 2009).
By order of the Board of TTM Technologies, Inc. Robert E. Klatell Chairman |
By order of the Board of TTM Hong Kong Limited Kenton K. Alder Director |
Hong
Kong, 4 December, 2009
As at the date of this announcement, the directors of TTM are Mr. Robert E. Klatell, Mr. Kenton K.
Alder, Mr. James K. Bass, Mr. Richard P. Beck, Mr. Thomas T. Edman and Mr. John G. Mayer.
As at the date of this announcement, the directors of TTM HK are Mr. Kenton K. Alder and Mr. Steven
W. Richards.
The respective directors of TTM and TTM HK jointly and severally accept full responsibility for the
accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries,
that to the best of their knowledge, opinions expressed in this announcement have been arrived at
after due and careful consideration and there are no other facts not contained in this
announcement, the omission of which would make any statement in this announcement misleading.
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