425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on December 8, 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 ANNOUNCEMENT OF DECEMBER 8, 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.
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
The Company announces that ING Bank N.V. has been appointed as the IFA to
advise in respect of the Transactions (as a whole), the Laminate Sale (as a
connected transaction) and the Withdrawal Proposal, and the appointment has been
approved by the IBC.
Reference is made to the announcement jointly issued by Top Mix Investments Limited, TTM
Technologies, Inc., TTM Hong Kong Limited and Meadville Holdings Limited (the Company) on 16 November
2009 in relation to the Proposal (the Announcement). Terms defined in the Announcement have the same
meaning when used in this announcement unless the context otherwise requires.
The Company is pleased to announce that, pursuant to Rule 2.1 of the Takeovers Code and Listing
Rule 13.39(7), ING Bank N.V. (ING) has been appointed as the IFA. ING is a registered
institution under the SFO, registered to conduct Type 1 (dealing in securities), Type 4 (advising
on securities) and Type 6 (advising on corporate finance) regulated activities.
The appointment of ING by the Company has been approved by the IBC, and the IFA will advise the IBC
in respect of the Transactions (as a whole), the Laminate Sale (as a connected transaction) and the
Withdrawal Proposal.
A copy of the letter of advice from the IFA to the IBC will be included in the Circular containing,
among other things, further details of the Proposal, to be despatched to the Shareholders in
compliance with the requirements of the Takeovers Code and Listing Rules.
Shareholders and potential investors should be aware that the Proposal is subject to the relevant
conditions set out in the Announcement being fulfilled (or, if applicable, waived) and may or may not
be completed or effected, as the case may be. Shareholders and potential investors are advised to
exercise caution when dealing in Meadville Shares.
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By Order of the Board | ||
Meadville Holdings Limited | ||
Tang Chung Yen, Tom | ||
Executive Chairman and | ||
Group Managing Director |
Hong Kong, 8 December 2009
The Meadville Directors 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.
As at the date of this announcement, the Meadville Directors are:
Executive Directors: Mr. Tang Hsiang Chien, Mr. Tang Chung Yen, Tom, Ms. Tang Ying Ming, Mai and
Mr. Chung Tai Keung, Canice
Independent Non-Executive Directors: Mr. Lee, Eugene, Mr. Leung Kwan Yuen, Andrew and Dr. Li Ka
Cheung, Eric
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.
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