Business Context and Reporting Period
Company: TTM Technologies, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: December 23, 2009
Event: Entry into a Material Definitive Agreement (Sell-Down Registration Rights Agreement).
This filing relates to the previously announced stock purchase agreement between TTM Technologies, Inc. ("TTM") and Meadville Holdings Limited ("Meadville"). The Registration Rights Agreement was executed as a requirement of the stock purchase agreement to facilitate a proposed "dealing facility" for Meadville shareholders.
Key Financial Metrics
This Form 8-K is a current report regarding a corporate agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes Versus Prior Period
No comparative financial data or operational changes versus a prior period are disclosed in this filing. The material change is the execution of the Registration Rights Agreement, which was not in effect prior to December 23, 2009.
Guidance, Outlook, and Material Agreements
- Registration Rights Agreement: TTM, Meadville, and MTG Investment (BVI) Limited executed an agreement to register TTM common stock to be sold in a proposed "dealing facility."
- Dealing Facility Mechanics: Meadville shareholders entitled to receive TTM shares via a special dividend following the acquisition closing may elect to have Meadville sell those shares on their behalf and receive net proceeds.
- Timeline Requirements: TTM must use reasonable efforts to have the registration statement declared effective as soon as possible after the closing of the "PCB Combination," but no later than five days after the closing date.
- Duration: TTM must keep the registration statement effective until the earlier of the disposition of all shares or 90 days.
- Cost Allocation: TTM will bear all registration expenses. Stock transfer taxes and underwriting discounts/commissions will be netted against proceeds distributable to Meadville shareholders electing cash.
- Future Filings: TTM will file a Registration Statement on Form S-4 containing a proxy statement and U.S. prospectus. Investors are urged to read these documents before making voting or investment decisions.
Important Facts for Investor Verification
- Verify the closing date of the "PCB Combination" to determine the deadline for the registration statement effectiveness (5 days post-closing).
- Review the upcoming Form S-4 filing for the full proxy statement and U.S. prospectus regarding the proposed transaction.
- Confirm the specific terms of the "dealing facility" and the election process for Meadville shareholders to receive cash versus shares.
- Note that this document does not constitute an offer to sell or a solicitation of an offer to buy securities.