Business Context and Reporting Period
TTM Technologies, Inc. filed a Form 8-K on April 18, 2022, announcing the entry into a definitive share purchase agreement. The Company agreed to acquire Telephonics Corporation and ISC Farmingdale Corp. (the "Acquired Companies") from Griffon Corporation and its subsidiary Exphonics, Inc. The transaction was unanimously approved by the TTM Technologies Board of Directors.
Key Financial Metrics
This filing is a current report regarding a material agreement and does not contain periodic financial statements. Consequently, specific revenue, profit, cash flow, margin, debt, or liquidity metrics for TTM Technologies or the Acquired Companies are not provided in this document.
- Aggregate Purchase Price: $330 million in cash.
- Adjustments: Subject to customary working capital and certain other adjustments.
Material Changes and Transaction Terms
The primary material change is the proposed acquisition of the Acquired Companies. Key terms and conditions include:
- Conditions to Closing: Expiration of the Hart-Scott-Rodino waiting period; Griffon obtaining specific consents or paying liquidated damages; and the sale or transfer of Telephonics' interests in a specific joint venture to eliminate retained liabilities.
- Termination Rights: The agreement may be terminated if the transaction does not close by October 22, 2022, subject to a potential 180-day extension by either party. Termination is also permitted for uncured breaches of covenants.
- Non-Compete: Griffon has agreed not to compete with Telephonics' business within the United States for five years following the closing.
- Insurance: TTM Technologies has obtained a representation and warranty insurance policy to cover breaches by the Sellers.
Guidance, Outlook, and Risks
The filing contains forward-looking statements regarding the successful and timely completion of the acquisition. Management highlighted several risks and uncertainties that could cause actual results to differ from expectations:
- Failure to receive required regulatory approvals or satisfy closing conditions.
- Potential adverse effects on the market price of TTM Technologies' stock.
- Impact on relationships with third parties.
- Changes in domestic or global economic conditions.
The Company does not undertake to update these forward-looking statements.
Investor Verification Checklist
- Verify the status of the Hart-Scott-Rodino antitrust waiting period.
- Confirm whether Griffon has obtained necessary consents or if liquidated damages are applicable.
- Monitor the resolution of the joint venture ownership transfer to ensure no retained liabilities exist.
- Review the full text of the Share Purchase Agreement (Exhibit 2.1) for detailed representations and warranties.
- Assess the impact of the $330 million cash outlay on TTM Technologies' liquidity and capital structure.