EX-99.1
Published on February 2, 2010
Exhibit 99.1
For Immediate Release
|
Contact: | |
Steve Richards | ||
Chief Financial Officer, TTM Technologies, Inc. | ||
+1 714-241-0303 |
TTM Technologies, Inc. Provides Update on Regulatory Status of Proposed Acquisition
SANTA ANA, Calif., February 2, 2010 (GLOBE NEWSWIRE) TTM Technologies, Inc. (Nasdaq:TTMI) (the
Company), North Americas largest printed circuit board (PCB) manufacturer, today announced
that the Committee on Foreign Investment in the United States (CFIUS) has completed its review of
the proposed acquisition by TTM Hong Kong Limited, a wholly owned subsidiary of the Company, of
certain indirect wholly owned subsidiaries of Meadville Holdings Limited (Meadville) that are
engaged in PCB operations (the PCB Subsidiaries). CFIUS has informed the Company that there are
no unresolved national security concerns for this acquisition. The Company and Meadville had
previously voluntarily filed a notice for CFIUSs review.
A portion of the Companys business consists of manufacturing defense and defense-related items for
various departments and agencies of the U.S. government, including the U.S. Department of Defense,
which requires that the Company maintain facility security clearances under the National Industrial
Security Program, or NISP. As a result of acquiring the PCB Subsidiaries, a certain foreign
shareholder will hold a significant minority equity interest in the Company. The NISP requires
that a corporation maintaining a facility security clearance take steps to mitigate foreign
ownership, control, or influence, referred to as FOCI. After closing the acquisition of the PCB
Subsidiaries, the Company expects that it will enter into a Special Security Agreement, or SSA,
with the U.S. Department of Defense pertaining to its corporate governance and operations. The
Company expects that the SSA may contain terms relating to, among other things, the following:
| Board Composition The Companys board will include three persons, referred to as Outside Directors, who have strong national security qualifications and no prior relationship with the Company or its significant foreign shareholder. The Outside Directors may not be removed (subject to limited exceptions) without prior notice to and the written approval of the U.S. Defense Security Service. Another new member of the board will be a representative of the Companys significant foreign shareholder. That director will not have access to classified information or vote on the Companys participation in classified programs. | ||
| Quorum for Board Action A majority of the members of the Companys board, including at least one Outside Director, would be required for the Companys board to take action. | ||
| Appointment of Government Security Committee The Companys board would appoint a Government Security Committee comprised of Outside Directors and directors who are officers of the Company, each of whom must be a U.S. resident citizen with a security clearance. The Government Security Committee would be responsible for ensuring that the Company maintains appropriate policies and procedures to safeguard the classified and export-controlled information in the Companys possession, and to ensure that the Company complies with applicable laws and agreements. | ||
| Appointment of Facility Security Officer and Technology Control Officer The Company would appoint a facility security officer and a technology control officer to assist the Government Security Committee. |
In connection with its applications submitted to U.S. antitrust regulators, the Company received a
letter from the U.S. Federal Trade Commission in January 2010 indicating that its request for early
termination of the Hart-Scott-Rodino review process had been granted. The Companys application
previously submitted to antitrust regulators in the Peoples Republic of China is currently under
review.
About TTM Technologies, Inc.
TTM Technologies, Inc. is North Americas largest PCB manufacturer, focusing on quick-turn and
technologically advanced PCBs and the backplane and sub-system assembly business. TTM stands for
time-to-market, representing how the companys time-critical, one-stop manufacturing services
enable customers to shorten the time required to develop new products and bring them to market.
Additional information can be found at www.ttmtech.com.
About Meadville Holdings Limited
Headquartered in Hong Kong and established in the 1980s, Meadville Holdings Limited is one of the
leading PCB manufacturers based in China with a focus on producing high-end PCB products. The
companys products include double-sided and multi-layer PCBs, HDI PCBs and IC substrates. In
addition to its mass production ability in a wide range of PCB products, Meadville also provides
customers with a one-stop shop service, which includes PCB layout design and small volume
quick-turn PCB production. Meadvilles shares have been listed on the Main Board of The Stock
Exchange of Hong Kong Limited since February 2, 2007. Additional information can be found at
www.meadvillegroup.com.
Forward-Looking Statements
This release 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 TTM addresses, the unpredictability of and
potential fluctuation in future revenues and operating results, and other Risk Factors set forth
from time to time in the companys SEC filings.