Business Context and Reporting Period
This Form 8-K was filed by TTM Technologies, Inc. on December 4, 2014. The report addresses regulatory developments regarding the Company's pending acquisition of Viasystems Group, Inc. (the "Merger").
Key Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. It is a current report focused solely on a regulatory event.
Material Changes and Events
- FTC Second Request: On December 4, 2014, TTM Technologies and Viasystems received a second request for additional information and documentary material from the Federal Trade Commission (FTC) regarding the proposed Merger.
- Waiting Period Extension: The issuance of the Second Request extends the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The period will now last until 30 days after the parties substantially comply with the request, unless extended voluntarily or terminated earlier by the FTC.
- Company Response: Both companies intend to cooperate fully with the FTC and issued a joint press release announcing the receipt of the Second Request.
Guidance, Outlook, and Risks
The filing includes forward-looking statements regarding the timing and consummation of the Merger. Management notes that actual events may differ materially from predictions due to significant risks and uncertainties, including the ability to secure regulatory approvals in a timely manner or at all. Investors are directed to the "Risk Factors" sections of the 2013 Annual Reports (Form 10-K) for both TTM Technologies and Viasystems for a detailed list of potential risks.
Important Facts for Investor Verification
- Verify the status of the FTC review and the timeline for compliance with the Second Request.
- Review the Proxy Statement/Prospectus filed on Form S-4 for detailed terms of the Merger and information on participants in the solicitation.
- Monitor subsequent filings for updates on the waiting period or potential termination of the Merger.
- Confirm that no offer of securities is being made except through a prospectus meeting Section 10 of the Securities Act of 1933.