Ttm Technologies, Inc. · NASDAQ:TTMI
Ttm Technologies — SPAC Merger (November 2009)
20 slides from Ttm Technologies's SPAC merger presentation, Nov 16, 2009
Slide 1: Announcement of Business Combination with Meadville PCB
Announcement of Business Combination with Meadville PCB November 16, 2009 TTM Technologies, Inc.
Slide 2: Agenda
Agenda Management Hosts: Kent Alder (President and CEO, TTM) Steve Richards (CFO, TTM) Tom Tang (Chairman, Meadville Holdings Limited) Canice Chung (CEO, Meadville Holdings Limited) Mai Tang (Vice Chairman, Meadville Holdings Limited) Transaction Overview Strategic Rationale for Business Combination
Slide 3: Transaction Overview
Transaction Overview Equity purchase price of approximately US$521 million will be payable in the form of cash and TTM stock, which implies a transaction enterprise value of approximately US$936 million TTM shares issued to Meadville shareholders will represent approximately 45% interest in TTM post
Slide 4: Combination Creates A Leading Global PCB Manufacturer
Combination Creates A Leading Global PCB Manufacturer TTM 2008 Revenue: US$681 million 2008 Adjusted EBITDA1: US$95 million Largest North American PCB company by revenue with leading high-technology capabilities, listed on the NASDAQ exchange Key relationships with Tier-1 OEMs in communications, com
Slide 5: Transaction Summary: Sources/Uses & Combined Metrics
Transaction Summary Sources/Uses & Combined Metrics TTM Meadville US$114mm Cash + 36.334mm TTM Shares All PCB Assets/Employees + US$582.5mm New Asian Bank Facility Combined Balance Sheet (6/30/2009) Combined Credit Statistics LTM2 Income Statement Data (LTM as of 6/30/09) Cash1: TTM Existing Convert
Slide 6: Overview of Meadville and Meadville PCB
Overview of Meadville and Meadville PCB Overview of Meadville Key Financial Metrics - Meadville PCB Top Customers by End Market Founded in 1985 and headquartered in Hong Kong, Meadville is a leading PCB manufacturer in Asia and publicly listed on the Hong Kong stock exchange Meadville focuses on hig
Slide 7: Strategic Rationale: Meadville PCB Meets All of TTM's Asian M&A Criteria
Strategic Rationale: Meadville PCB Meets All of TTM's Asian M&A Criteria TTM has pursued an extensive and disciplined Asian M&A strategy TTM's Asian M&A Criteria Meadville PCB Position TTM's Current Strategy and Business Focus Established financial model with leading growth and margin profile Excell
Slide 8: Strategic Rationale: Global PCB Positioning
Strategic Rationale: Global PCB Positioning Low Medium High Technology Level Volume Standard Advanced Meadville PCB Focus Low TTM Focus TTM's advanced technology, quick-turn and aerospace/defense segments are well-positioned in North America Meadville PCB's focus is on the higher technology portion
Slide 9: Strategic Rationale: Diversifying Revenue Base
Strategic Rationale: Diversifying Revenue Base Revenue by Geography Revenue by End-Market TTM Pro Forma Meadville PCB TTM Pro Forma Meadville PCB Source: Company filings. Revenue for the calendar year 2008 period The combination creates a leading global manufacturer with a highly diversified revenue
Slide 10: Strategic Rationale: Diversifying Customer Base
Strategic Rationale: Diversifying Customer Base TTM 2008 Revenue Contribution by Customer Meadville PCB 2008 Revenue Contribution by Customer Selected Customers by End Market Selected Customers by End Market Source: Company filings, Management Apple Ericsson Huawei Nokia ZTE BAE Systems Hamilton Sun
Slide 11: Strategic Rationale: Growth/Synergy Opportunities
Strategic Rationale: Growth/Synergy Opportunities One stop global solution Global presence, local knowledge PCBs, flex & rigid-flex and backplane assembly products Quick-turn through volume production Integrated global sales and production offering Enhances business potential with existing customers
Slide 12: Creates a Leading Global PCB Manufacturer
Creates a Leading Global PCB Manufacturer... 2008 Top Global PCB Manufacturers (by revenue) Source: N.T. Information and company information, as of Q2 2009. PCB Revenue only Note: 1 Ranking incorporates PCB revenue only from TTM, Meadville PCB and combined entity (excludes assembly revenue); Meadvil
Slide 13: Global Facility Footprint
Seamless integration across distinct facilities enables successful one-stop shop solution for commercial customers No planned facility closures 1 7 2 5 3 4 6 ....With A Global Facility Footprint Integrated manufacturing platform enables TTM to execute a global facility specialization strategy Focuse
Slide 14: Post Transaction Organizational Structure
Post Transaction Organizational Structure Combined company to retain respective local management teams post transaction The transaction is limited to Meadville's PCB business Meadville laminate business will be sold simultaneously in a separate transaction TTM Commercial Assembly US PCB Business Asi
Slide 15: Combined Annual Revenue and Historical Adjusted EBITDA
Combined Annual Revenue and Historical Adjusted EBITDA Annual Revenue 1 Historical Adjusted EBITDA 1 , 2 2006-2008 CAGR: 35.6% Notes: 1 TTM financials reflect acquisition of Tyco PCG on October 27, 2006 and Meadville's acquisition of Aspocomp on November 19, 2007 2 TTM adjusted EBITDA defined as Ope
Slide 16: Public Company Benchmarking
Public Company Benchmarking LTM EBITDA Margin 1 LTM Revenue LTM EBITDA 1 LTM Revenue 15 TTM / Meadville PCB TTM / Meadville PCB Notes: 1 TTM adjusted EBITDA defined as Operating Income, excluding depreciation and amortization expense of $24.4 million and non-recurring items which in the LTM period e
Slide 17: New Fully-Committed Asian Credit Facility
New Fully-Committed Asian Credit Facility Structure Overview US$582.5 million new credit facility from a syndicate of 7 leading Asian banks Flexible tranche structure to address Asian business requirements Tranche A: US$350 million term loan; interest rate of L+200bps Tranche B: US$87.5 million revo
Slide 18: Key Milestones to Closing
Key Milestones to Closing Anti-trust Approval in US (HSR) and PRC CFIUS and DOD Approval Meadville Shareholder Approval TTM Shareholder Approval Transaction expected to close in Q1 2010 and is dependent on:
Slide 19: Combined Investment Highlights
Combined Investment Highlights Leading Global PCB Products Manufacturer Established Market Positions Across Diverse and Attractive Market Segments Attractive Tier-1 Customer List Integrated Global Sales and Manufacturing Platform Provides True, One-Stop Solution Industry-Leading Financial Performanc
Slide 20: Hong Kong Takeovers Code notice
Meadville Holdings Limited is a company listed on the Hong Kong Stock Exchange. The combination of TTM Technologies and Meadville's PCB business is regarded as a privatization of Meadville under the relevant Hong Kong regulations. In addition to compliance with the relevant U.S. securities laws, the