EX-99.2
Published on May 15, 2008
Exhibit 99.2
FOR IMMEDIATE RELEASE
Contacts:
|
Corporation: | Investors and Media: | ||
TTM Technologies, Inc. | Guerrant Associates | |||
Steve Richards, Chief Financial Officer | Laura Guerrant | |||
(714) 241-0303 | (808) 882-1467 | |||
investor@ttmtech.com | lguerrant@guerrantir.com |
TTM TECHNOLOGIES, INC. PRICES $155 MILLION OF 3.25% CONVERTIBLE
SENIOR NOTES
SENIOR NOTES
SANTA ANA, California May 9, 2008 TTM Technologies, Inc. (Nasdaq: TTMI) today announced the
pricing of $155 million aggregate principal amount of 3.25% Convertible Senior Notes due 2015 in an
underwritten public offering. The offering is being made pursuant to TTMs effective shelf
registration statement previously filed with the Securities and Exchange Commission (SEC) and a
prospectus supplement and related prospectus. J.P. Morgan Securities Inc. and UBS Investment Bank
are acting as joint book-running managers for the offering. The company has granted the
underwriters the right to purchase up to an additional $20 million aggregate principal amount of
the notes within 30 days solely to cover over-allotments.
In certain circumstances, the notes will be convertible into cash up to their principal amount and
into shares of TTMs common stock with respect to any conversion value above their principal
amount, initially at the rate of 62.6449 shares for each $1,000 of conversion value in excess of
the principal amount of notes. Interest on the notes will be paid semiannually in arrears on May
15 and November 15 of each year at a rate of 3.25% per year. Holders of the notes may require TTM
to repurchase the notes for cash equal to 100% of the principal amount to be repurchased plus
accrued and unpaid interest, including additional interest, if any, upon the occurrence of a
fundamental change.
In connection with the offering, TTM entered into convertible note hedge transactions, which are
intended to reduce the potential dilution to TTMs common stockholders upon any conversion of the
notes. TTM also entered into warrant transactions concurrently with the offering.
TTM has been advised that, in connection with establishing a hedge of the convertible note hedge
transactions and warrant transactions, the counterparties to those transactions or their affiliates
may enter into various derivative transactions with respect to TTMs common stock concurrently with
or shortly after the pricing of the notes. These activities could have the effect of increasing or
preventing a decline in the price of TTMs common stock concurrently with or shortly after the
pricing of the notes. The counterparties or their affiliates may also enter into or unwind various
derivative transactions with respect to TTMs common stock and purchase or sell TTMs common stock
in secondary market transactions following the pricing of the notes (and are likely to do so during
any observation period relating to the conversion of a note).
-continued-
TTM expects to use a portion of the net proceeds of the offering to pay the cost of the convertible
note hedge transactions. This cost will be partially offset by proceeds that TTM expects to
receive from the sale of the warrants. If the underwriters exercise their option to purchase
additional notes, TTM expects to use a portion of the net proceeds from the sale of additional
notes to enter into additional convertible note hedge transactions. TTM also expects to enter into
additional warrant transactions, which would result in additional proceeds to TTM. TTM expects to
use the proceeds from the offering remaining after the net cost of the convertible note hedge
transactions and the warrant transactions to repay in full its term loan under its senior credit
facility, and to use the remaining net proceeds for general corporate purposes, including potential
acquisitions.
This press release is neither an offer to sell nor a solicitation of an offer to buy the notes, nor
shall there be any sale of the notes, in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to the registration or qualification thereof under the
securities laws of any such state or jurisdiction. Any offers of the notes will be made only by
means of the prospectus supplement and related prospectus, copies of which may be obtained by
contacting JPMorgan, National Statements Processing, 4 Chase Metrotech Center, Floor L2, Brooklyn,
New York 11245, telephone number (718) 242-8002, or UBS Investment Bank, Prospectus Department, 299
Park Avenue, New York, New York 10171, telephone number (888) 827-7275.
Safe Harbor Statement
This press release contains forward-looking statements. Forward-looking statements are based on
managements current preliminary expectations and are subject to risks, uncertainties, and
assumptions, including the risk that TTM may be unable to complete the offering of the notes.
Other information on potential risk factors that could affect TTM, its business, and its financial
results are detailed in the companys periodic filings with the SEC, including, but not limited to,
those risks and uncertainties listed in the section entitled Managements Discussion and Analysis
of Financial Condition and Results of Operations, which can be found in TTMs quarterly report on
Form 10-Q for the quarter ended March 31, 2008 filed with the SEC on May 7, 2008. You are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of
the date of this press release. TTM undertakes no obligation to revise or update any
forward-looking statements to reflect events or circumstances after the date hereof.
About TTM
TTM Technologies, Inc. is a leading supplier of time-critical and technologically advanced printed
circuit boards to original equipment manufacturers and electronics manufacturing services
companies. 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.
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