Ttm Technologies, Inc. · NASDAQ:TTMI
Ttm Technologies — Merger or Acquisition (November 2009)
31 slides from Ttm Technologies's merger presentation, Nov 16, 2009
Slide 1: Combination of PCB Business with TTM Technologies and Sale of Laminate Business to Top Mix
Combination of PCB Business with TTM Technologies, Inc. and Sale of Laminate Business to Top Mix Investments Limited November 16, 2009
Slide 2: Agenda
2 Agenda Introduce Management Hosts Transaction Summary Part I - Combination of PCB Business with TTM Technologies, Inc. ("TTM") Part II - Sale of Laminate Business to Top Mix Investments Limited ("Top Mix")
Slide 3: Management Hosts
3 Management Hosts Part I: Combination of PCB business with TTM Tom Tang (Chairman, Meadville Holdings Limited ("Meadville")) Mai Tang (Vice Chairman, Meadville) Canice Chung (CEO, Meadville) Kent Alder (President & CEO, TTM) Steve Richards (CFO, TTM) Part II: Sale of Laminate Business to Top Mix To
Slide 4: Transaction Summary
4 Transaction Summary
Slide 5: Meadville has entered into a stock purchase agreement with TTM to sell its PCB business
5 Meadville has entered into a stock purchase agreement with TTM to conditionally sell its PCB business to TTM for a consideration of approximately HK$4,040.5 million (US$521.3 million) The consideration will consist of approximately HK$883.8 million (US$114.0 million) in cash and HK$3,156.7 million
Slide 6: Distribution to Meadville Shareholders
6 Distribution to Meadville Shareholders 61.4% premium over the last trading price of HK$2.15 per Meadville share, with equal treatment to all Meadville shareholders Note: Exchange rate of US$:HK$ = 1:7.7502 applied 1. Mr. Tang holds such Meadville shares in his capacity as the trustee of The Mein e
Slide 7: Transaction Structure
7 Transaction Structure Simplified Transaction Structure Independent Shareholders (Meadville) 27.8% MTG Investment Meadville 100.0% Tang Family 72.2% PCB Business Subsidiaries Guangdong Shengyi Sci. Tech Co., Ltd. ("GSST") 22.2% Laminate Business 75.0% 25.0% Subsidiaries Suzhou Shengyi Sci. Tech. Co
Slide 8: Transaction Structure (cont'd)
8 Transaction Structure (cont'd) Upon Completion Post Transaction: Meadville independent shareholders, at their election, to receive: Cash and TTM shares or cash (in the event they have elected to sell their shares through a dealing facility1) Tang Family to receive: Approximately 33%2 shareholding
Slide 9: Part I: Combination of PCB Business with TTM
9 Part I: Combination of PCB Business with TTM
Slide 10: Transaction Overview
10 Consideration of approximately HK$4,040.5 million (US$521.3 million) will be payable in the form of cash and new TTM shares New TTM shares to be issued to Meadville shareholders will represent approximately 45.7% of the issued share capital of TTM as enlarged by the issue of such new TTM shares T
Slide 11: Overview of TTM Technologies, Inc.
11 1999 North America 0.76 PRC 0.12 RoW 0.08 EMEA 0.04 1999 Networking/ Communication 0.4 Military/ Aerospace 0.37 Computing/ Storage/ Peripherals 0.12 Industrial/ Medical/ Instrumentation/Other 0.11 Note: 1. TTM's mix based on revenues from 2008 TTM Annual Report 2. Rest of World ("RoW") includes H
Slide 12: Transaction Summary
12 Transaction Summary TTM Meadville Approximately US$114mm Cash + 36.334mm new TTM Shares All Meadville PCB Assets/Employees + US$582.5mm New Asian Bank Facility Combined Credit Statistics LTM as of June 30, 2009 Total Debt/Adj. EBITDA: 3.3x Net Debt/Adj. EBITDA: 2.3x Target Ratios within First Yea
Slide 13: 2008 Top Global PCB Manufacturers
13 a b c data Ibiden 1629 1629 Unimicron 1489 1489 TTM-Meadville (PCB Business) 669 591 1260 Nippon Mektron 1233 1233 Nanya PCB 1179 1179 Samsung 1174 1174 CMK 1076 1076 Elec & Eltek 1014 1014 Tripod 933 933 Viasystems-Merix 840 840 Multek 815 815 Meiko 702 702 Compeq 697 697 Shinko Electric Ind 680
Slide 14: Global Facility Footprint
14 ....With a Global Facility Footprint Seamless integration across distinct facilities enables successful one-stop shop solution for commercial customers No planned facility closures1 1 7 2 5 3 4 6 United States PRC Focused Assembly 9 Shanghai, PRC 1 Stafford, CT 3 San Diego, CA Aerospace/Defense 2
Slide 15: Strategic Rationale: Global PCB positioning
15 Strategic Rationale: Global PCB positioning Meadville PCB business focus is on the higher technology portion of the Asian market while maintaining a cost solution for customers TTM's advanced technology, quick-turn and aerospace/defense segments are well-positioned in North America Meadville PCB
Slide 16: Strategic Rationale: Diversifying Revenue Base
16 PRC 0.56 EMEA 0.09 North America 0.06 Rest of World 0.29 Strategic Rationale: Diversifying Revenue Base Revenue by Geography Revenue by End-Market The combination creates a leading global manufacturer with a highly diversified revenue mix Pro Forma Pro Forma Meadville PCB Business Meadville PCB B
Slide 17: Strategic Rationale: Diversifying Customer Base
17 Top 5 Customers 0.29 Other 0.7 Top 5 Customers 0.385 Other 0.615 Strategic Rationale: Diversifying Customer Base On a combined basis, top 5 customers will represent 24% of revenue TTM 2008 Revenue Contribution by Customer Cisco Systems ITT Corporation Juniper Networks Northrop Grumman Raytheon BA
Slide 18: Strategic Rationale: Growth/Synergy Opportunities
18 Strategic Rationale: Growth/ Synergy Opportunities One stop global solution Global presence, local knowledge PCB, flex & rigid-flex and backplane assembly products Quick-turn through volume production Integrated global sales and production offering Enhances business potential with existing custom
Slide 19: Historical Revenue and Adjusted EBITDA
19 Annual Revenue 1 Historical Adjusted EBITDA 1 , 2 Combined Revenue and Historical Adjusted EBITDA Note: 1. TTM financials reflect acquisition of Tyco PCG on October 27, 2006 and Meadville financials reflect acquisition of Aspocomp on November 19, 2007 2. TTM adjusted EBITDA defined as Operating I
Slide 20: Public Company Benchmarking
20 TTM-Meadville 627 641 1268 Viasytems-Merix 287 588 875 MFLX 778 778 TTM 627 627 MERX 287 287 DDIC 169 169 Public North American PCB Companies LTM EBITDA 1 LTM Revenue LTM EBITDA 1 Public Company Benchmarking Public Asian PCB Companies LTM Revenue TTM-Meadville 74 119 194 MFLX 105 105 TTM 74 74 Vi
Slide 21: Post Completion Organizational Structure
21 Post Completion Organizational Structure TTM Commercial Assembly US PCB Business Asian PCB Business Managed by current TTM management team Managed by current TTM management team Managed by current Meadville management team The transaction with TTM is limited to Meadville's PCB business Meadville
Slide 22: Key Milestones to Closing
22 Key Milestones to Closing Anti-trust Approval in the US (Hart-Scott Rodino) and PRC Committee on Foreign Investment in the United States ("CFIUS") and US Department of Defense Approval Meadville Shareholder Approval TTM Shareholder Approval Transaction expected to close in Q1 2010, subject to amo
Slide 23: Combined Business Highlights
23 Combined Business Highlights "Global Presence, Local Knowledge" Integrated Global Sales & Manufacturing Platform Provides True, One-Stop Solution Leading Global PCB Products Manufacturer Established Market Positions Across Diverse & Attractive Market Segments Industry-Leading Financial Performanc
Slide 24: Indicative Timetable
24 Indicative Timetable Note: 1. Typically 21 days post announcement but may be extended if more time is needed to prepare and vet the Circular
Slide 25: Part II: Sale of Laminate Business
25 Part II: Sale of Laminate Business
Slide 26: Meadville to sell its laminate business to Top Mix
Meadville has entered into a sale and purchase agreement to conditionally sell its laminate business to Top Mix Transaction valued at approximately HK$2,783.8 million. Consideration to comprise: HK$136.6 million (US$17.6 million) in cash; and HK$2,647.2 million (US$341.6 million) in promissory notes
Slide 27: Description of the Promissory Notes
27 Description of the Promissory Notes Consideration for the Laminate Sale The total consideration of approximately HK$2,783.8 million has been determined by arm's length negotiation between the parties with reference to, among other things: the market value of the shareholding indirectly held by th
Slide 28: Intention Regarding the Laminate Business
28 Intention Regarding the Laminate Business Post completion of the combination of Meadville PCB business with TTM, the remaining business will primarily consist of a sub-scale laminate business: GSST & SSST are treated as investment assets with no operational management involvement MICA laminates o
Slide 29: Statement on Hong Kong Code on Takeovers and Mergers
29 Statement on Hong Kong Code and Takeovers and Mergers The combination of TTM and Meadville's PCB business is regarded as a privatization of Meadville under the Hong Kong Code on Takeovers and Mergers (the "Code"). Under the Code, information is required to be made equally available to all shareho
Slide 30: Disclaimer
30 This document has been prepared by Meadville Holdings Limited ("Meadville") for information purpose only. The information contained in this document has not been independently verified and no representation or warranty, express or implied, is made as to, and no reliance should be placed on, the i
Slide 31: Thank you!
31 Thank you! Forward-Looking Statements This communication contains forward-looking statements that relate to future events or performance. These statements reflect the company’s current expectations, and the company does not undertake to update or revise these forward-looking statements, even if e
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