425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on January 12, 2010
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. 333-164012
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. 333-164012
[MEADVILLE HOLDINGS LIMITED ANNOUNCEMENT JANUARY 12, 2009]
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 appears for information purposes only and does not constitute an invitation or
offer to acquire, purchase or subscribe for securities of Meadville Holdings Limited.
ANNOUNCEMENT
UNDER RULE 8.1 OF THE TAKEOVERS CODE
The Company announces that early termination of the waiting period to the consummation of the
Transactions under the Hart-Scott Rodino Antitrust Improvements Act of the United States has been
granted by the Federal Trade Commission of the United States effective as of
11 January 2010 (Eastern Standard Time). Notice of the early termination of the waiting period will
be published by the Federal Trade Commission on its website
(http://www.ftc.gov/bc/earlyterm/index.shtml).
Shareholders and potential investors should be aware that the Proposal is subject to other
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.
Reference is made to the joint announcement 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 early termination of the waiting period to the consummation
of the Transactions under the Hart-Scott Rodino Antitrust Improvements Act of the United States has
been granted by the Federal Trade Commission of the United States effective as of 11 January 2010
(Eastern Standard Time). Notice of the early termination of the waiting period will be published
by the Federal Trade Commission on its website (http://www.ftc.gov/bc/earlyterm/index.shtml).
The expiry of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of the
United States is one of the conditions for completion of the PCB Sale.
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Shareholders and potential investors should be aware that the Proposal is subject to other
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.
By Order of the Board Meadville Holdings Limited Tang Chung Yen, Tom Executive Chairman and Group Managing Director |
Hong Kong, 12 January 2010
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. Eugene Lee, Mr. Leung Kwan Yuen, Andrew and Dr. Li Ka
Cheung, Eric.
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.
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 Technologies, Inc. (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. On December 24, 2009 TTM filed a preliminary 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. 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 are and will be
filed by TTM with the SEC are 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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