425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions
Published on February 3, 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 FEBRUARY 2, 2010]
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.
(incorporated in the State of Delaware, United | ||
States of America) | ||
Top Mix Investments Limited | TTM Hong Kong Limited | |
(incorporated in the British Virgin Islands with | (incorporated in Hong Kong with limited liability) | |
limited liability) |
JOINT ANNOUNCEMENT
(1) UNDER RULE 13.09 OF THE LISTING RULES
(2) UNDER RULE 8.1 OF THE TAKEOVERS CODE
Reference is made to the joint announcement issued by Top Mix Investments Limited, TTM
Technologies, Inc., TTM Hong Kong Limited and Meadville Holdings Limited (Meadville) 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.
TTM has issued a press release (Press Release) stating that, among other things, the
Committee on Foreign Investment in the United States (CFIUS) has completed its review of the
PCB Sale and has informed TTM that there are no unresolved national security concerns in
respect of the PCB Sale. TTM has filed with the SEC of the United States a Form 8-K announcing
the filing of the Press Release at or about the time of this announcement. Shareholders are
able to obtain a copy of the Press Release from the SECs website
(http://sec.gov/edgar/searchedgar/companysearch.html) or TTMs website
(www.ttmtech.com/investors/investor_sec.jsp).
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CFIUS has also issued a notice on 2 February 2010 (Eastern Standard Time) to TTM confirming
that CFIUS has concluded its review of the PCB Sale and concluded that there are no
unresolved national security concerns in respect of the PCB Sale sufficient to warrant
further investigation.
Issuance of the notice by CFIUS to the effect that review or investigation of the PCB Sale
has concluded, and that a determination has been made that there are no issues of national
security of the United States sufficient to warrant further investigation, is one of the
conditions for completion of the PCB Sale.
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 | By order of the Board | By order of the Board | By order of the Board | |||
of Top Mix | of TTM Technologies, | of TTM Hong Kong | of Meadville | |||
Investments Limited | Inc. | Limited | Holdings Limited | |||
Tang Ying Ming, Mai | Robert E. Klatell | Kenton K. Alder | Tang Chung Yen, | |||
Tom | ||||||
Director | Chairman | Director | ||||
Executive Chairman | ||||||
and Group Managing | ||||||
Director |
Hong Kong, 3 February 2010
As at the date of this announcement, Mr. Tang Hsiang Chien is the ultimate controlling
shareholder of Top Mix.
As at the date of this announcement, the directors of Top Mix are Mr. Tang Hsiang Chien, Mr.
Tang Chung Yen, Tom and Ms. Tang Ying Ming, Mai.
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.
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.
Mr. Tang Hsiang Chien accepts full responsibility for the accuracy of the information
contained in this announcement (other than that relating to the Meadville Group and the TTM
Group) and confirms, having made all reasonable enquiries, that to the best of his
knowledge, opinions expressed in this
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announcement (other than opinions expressed by the Meadville Group and the TTM Group) 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.
The directors of Top Mix jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than that relating to the Meadville Group and
the TTM Group) and confirm, having made all reasonable enquiries, that to the best of their
knowledge, opinions expressed in this announcement (other than opinions expressed by the Meadville
Group and the TTM Group) 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.
The directors of TTM jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than that relating to the Meadville Group and Top
Mix) and confirm, having made all reasonable enquiries, that to the best of their knowledge,
opinions expressed in this announcement (other than opinions expressed by the Meadville Group and
Top Mix) 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.
The directors of TTM HK jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than that relating to the Meadville Group and Top
Mix) and confirm, having made all reasonable enquiries, that to the best of their knowledge,
opinions expressed in this announcement (other than opinions expressed by the Meadville Group and
Top Mix) 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.
The Meadville Directors jointly and severally accept full responsibility for the accuracy of the
information contained in this announcement (other than that relating to the TTM Group and Top Mix)
and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions
expressed in this announcement (other than opinions expressed by the TTM Group and Top Mix) 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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