425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on December 15, 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
[ANNOUNCEMENT OF DECEMBER 16, 2009 SUBMITTED TO THE
STOCK 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 Hong Kong Limited (incorporated in Hong Kong with limited liability) |
ANNOUNCEMENT
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.
Unless otherwise stated, all capitalized terms used in this announcement shall have the same
meanings as those ascribed to them in the Joint Announcement.
TTM will file a Form 8-K with the SEC (at or about the time this announcement is published) to
reflect certain
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required accounting adjustments and reclassifications described therein with
respect to the financial information contained in the TTMs annual report on Form 10-K for the fiscal year ended 31 December 2008 filed
on 16 March 2009. Shareholders and potential investors of Meadville will be able to obtain a copy
of such Form 8-K from the SECs website (www.sec.gov) or TTMs website
(www.ttmtech.com/investors/investors.jsp).
The Joint Announcement contains a summary of the audited consolidated results of the TTM Group for
each of the two financial years ended 31 December 2007 and 31 December 2008. A summary of the
audited consolidated results of the TTM Group for the financial year ended 31 December 2008 as
adjusted is set out below:
Year ended 31 December 2008 | ||||
(As Adjusted) | ||||
US$000 | ||||
Revenue |
680,981 | |||
Profit (Loss) before income tax |
(61,371 | ) | ||
Profit (Loss) for the year |
(36,911 | ) | ||
Profit (Loss) attributable to shareholders |
(36,911 | ) | ||
US$ | ||||
Earnings
(Loss) per TTM Share for the year: |
||||
Basic |
(0.86 | ) | ||
Diluted |
(0.86 | ) | ||
Dividend per TTM Share for the year |
| |||
The audited total net assets of the TTM Group attributable to its shareholders as at 31 December
2008 as adjusted were approximately US$330.0 million (equivalent to approximately HK$2,557.8
million).
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, 16 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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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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