1.
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Q: | Who is Meadville? | ||
A: | Meadville is headquartered in Hong Kong and operates seven facilities in mainland China and one in Hong Kong. It is one of the leading PCB manufactures in China with 2008 revenue of US $669 million and over 12,000 employees. The company focuses on the production of higher technology commercial PCBs, flexible and rigid-flex circuits and chip carrier substrates. Major customers include well known global OEM and EMS customers from China, Japan, South Korea, North America and Europe. Leading end market applications include wireless and land line infrastructure, notebook and server computing products, cellular phones and other consumer hand held products. | |||
More information on Meadville can be found on their website: www.meadvillegroup.com. | ||||
2.
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Q: | Why is TTM doing this transaction? | ||
A: | The combination of TTM and Meadville will be a transformational event, creating one of the worlds leading PCB products and backplane assembly companies with state of the art production capabilities in both the North America and Asia/Pacific regions. In total, the combined scale, complementary product capabilities and market breadth of these two industry leaders will create significant competitive advantages for TTM which, in turn, will better position the company to support our customers evolving needs for cost effective printed circuit board and backplane assembly product solutions. | |||
3.
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Q: | Will you close our plant or layoff any employees as a result of this deal? Will there be any additional restructuring? | ||
A: | No facility closures are planned as part of this deal. As you all know, we have been through |
a difficult period of restructuring that was necessary to match our capacity with demand in North America. We believe that our U.S. operations are now appropriately sized for current and future demand. This business combination is complementary, increasing our competitiveness and allowing us to capture even more work for all of our facilities. | ||||
4.
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Q: | When will the transaction take effect? | ||
A: | The transaction is subject to various regulatory and government approvals, and the approval of both companies shareholders. It is currently anticipated that the deal will close during the first quarter of 2010. | |||
5.
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Q: | What is the immediate effect on my day to day work responsibilities (job)? | ||
A: | There will be no affect to your job and the two companies will be required to operate independently until after the transaction is closed. Until then, we will continue to run the business as usual. | |||
6.
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Q: | Will there be any management changes? Who will lead the company? | ||
A: | The combined company will be led by TTM and will retain the management teams from both companies. It will be very important that our Asian factories continue to be managed by the same individuals that are currently in place. We believe that our global presence, local knowledge strategy will be key to future success. TTMs corporate headquarters will remain in Santa Ana, California and the Asian PCB operations will be headquartered in Hong Kong led by the existing Meadville management team. | |||
7.
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Q: | How will you prevent migration of our business to Asia? | ||
A: | All future opportunities for the Asian factories will be reviewed and priced through a central business development center. Our sales force will not be allowed to independently take opportunities to Asia. While it is normal that some business will continue to migrate to Asia, much of the work we currently do belongs in the U.S. and will remain here. We also believe that this transaction will create new opportunities due to the one-stop solution we will soon be able to provide our customers. | |||
8.
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Q: | What are the terms of the sale? | ||
A: | As part of the transaction, TTM will acquire Meadvilles PCB business in exchange for an equity purchase price of approximately $521 million which will be payable in the form of cash and TTM common stock, plus the expected assumption of bank debt at closing. This implies a transaction enterprise value of approximately $936 million. The debt being assumed is in the form of a new fully committed bank facility with a syndicate of leading Asian banks. |