TTM集团合并惠亚系统

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NEW YORK ( The Deal) -- TTM Technologies (TTMI_)  said Monday it would acquire Viasystems (VIAS_)  in a $927 million cash, stock and assumed debt deal that would combine two makers of circuit boards used in electric devices.

/ T8 t, W6 P4 u, h1 DTerms of the deal call for Costa Mesa, Calif.-based TTM to pay $11.33 in cash and 0.706 of its shares for each share of Viasystems for total consideration of $16.46 per share, a premium of 40% to the target's $11.70 Friday close. The purchase values Viasystems' equity at about $368 million, with TTM also taking on the target's debt.
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St. Louis-based Viasystems is a maker of circuit boards and related equipment for the automotive, aerospace, industrial and communications markets, employing more than 14,800 worldwide. TTM said the combination would rank as one of the world's largest printed circuit board manufacturers, with 28 facilities employing about 30,000 worldwide.

8 a8 c: n' S6 E2 p2 NThe deal pushes TTM into the automotive segment, and expands its presence elsewhere. The combination would have generated pro forma Ebitda of $300 million on revenue of $2.5 billion in the twelve months ending June 30, 2014.
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"This combination creates an industry leader with the ability to deliver expanded capabilities from a broad global footprint to service more customers and end markets," TTM chief executive Tom Edman said in a statement. "In one step, we will accelerate our strategy to diversify our business and also reduce the impact of seasonality inherent in the cellular phone end market."
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1 h2 v( \7 `" |1 dTTM said it has identified at least $25 million in cuts it expects to realize within the first year. The company said it has received fully-underwritten financing commitment from JPMorgan Chase & Co. and Barclays to finance the deal, saying it expects to utilize a new $1.3 billion senior secured credit facility to finance the cash portion of the deal, refinance debt and provide post-deal liquidity.
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Viasystems filed for bankruptcy in 2002 and emerged a year later. The company, which is majority-owned by HM Capital Partners LLC and Black Diamond Capital Management LLC, went public via a backdoor listing in 2009 when it acquired Merix Corp.
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The company added DDi Corp. in 2012 for $282 million in cash.

Viasystems CEO David M. Sindelar in a statement called the TTM deal "an excellent opportunity to realize value for our shareholders and creates new opportunities for our customers and employees."
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" [* X# Y) {4 i8 @: [) {6 KJPMorgan acted as financial adviser for TTM, with Stifel, Nicolaus & Co. advising Viasystems.

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+ L7 n2 N" H# y; oTTM Technologies, Inc. to Acquire Viasystems Group, Inc.
' C4 D( w) m5 L$ lCombination Creates One of the World's Leading PCB Manufacturers

Transaction Expected to be Materially Accretive in the First Year

' O+ k4 y# l8 i8 C* RCOSTA MESA, Calif & ST. LOUIS--(BUSINESS WIRE)-- TTM Technologies, Inc. (NASDAQ: TTMI) ("TTM") and Viasystems Group, Inc. (NASDAQ: VIAS) ("Viasystems") today announced the execution of a definitive agreement under which TTM will acquire all outstanding shares of Viasystems for a combined consideration of $11.33 in cash and 0.706 shares of TTM common stock, which based on the closing market price on September 19, 2014 was valued at $16.46 per Viasystems share, or approximately $368 million. The total enterprise value of the transaction, including the assumption of debt, is approximately $927 million.

& o. K5 Y% x9 w3 tThe combined company will be one of the world's leading printed circuit board ("PCB") manufacturers with a strong position in the automotive, aerospace and defense, medical, industrial and instrumentation, cellular phone and networking/telecom end markets. The combined company will have approximately 30,000 employees and 28 manufacturing facilities worldwide.
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7 y# c, y, T0 ^; A5 q"Both TTM and Viasystems have pursued successful strategies over the years, and we are excited to bring these two companies together," said Tom Edman, CEO of TTM. "This combination creates an industry leader with the ability to deliver expanded capabilities from a broad global footprint to service more customers and end markets. In one step, we will accelerate our strategy to diversify our business and also reduce the impact of seasonality inherent in the cellular phone end market. We believe that the combination will result in significant synergies created by expanded capabilities and economies of scale that will benefit the customers, employees and shareholders of both companies."
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"This is a compelling strategic combination that makes for an exciting new chapter for Viasystems," said David M. Sindelar, CEO of Viasystems. "The combination of these two companies will create one of the best management teams in the industry. I believe this combination is an excellent opportunity to realize value for our shareholders and creates new opportunities for our customers and employees."

Strategic Rationale
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: t0 E. e7 U' C0 c! A* [The acquisition of Viasystems is expected to provide a number of benefits to TTM:

! O  D0 r0 o4 a4 G3 ZAccelerating entry into the automotive industry, an end market that offers diversification, while expanding TTM's presence in the medical, industrial and instrumentation, and aerospace and defense segments.
Providing a global footprint that serves as a foundation for future growth by utilizing the complementary strengths of the combined company in North America and China.
; T4 J7 S; j* o. OIncreasing TTM's customer and end market diversity, positioning the combined company for further long-term growth.
Providing a unique opportunity to achieve industry-leading financial performance, create significant value for customers and shareholders, and provide greater opportunities for employees.

Terms of the Transaction and Financial Highlights
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; w2 V; M1 i% S4 XViasystems shareholders will receive per share consideration equal to $11.33 in cash and 0.706 shares of TTM common stock for each Viasystems share.
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; j- X7 d/ B- I% qIn the twelve months ended June 30, 2014, the combined company would have generated pro forma revenues of $2.5 billion and adjusted EBITDA of $300 million. For a reconciliation of adjusted EBITDA to GAAP net income, see Appendix A to TTM's presentation filed as Exhibit 99.2 to TTM's Current Report on Form 8-K filed on September 22, 2014.

& d) E, v6 ?2 t0 L& }$ J; bTTM has identified at least $25 million in pre-tax cost synergies which are expected to be realized within the first year. These will result from combining the sales and general and administrative functions of the two companies. TTM believes that significant additional synergies will result from other integration efforts over a longer period of time. This transaction is expected to be materially accretive to non-GAAP earnings per share in the first year.
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# K8 r- l. i- u* cTTM expects to utilize a new $1.3 billion senior secured credit facility to finance the cash portion of the purchase price, refinance certain debt at each company, and provide liquidity for working capital and general corporate purposes. TTM has received a fully-underwritten financing commitment from J.P. Morgan and Barclays to finance the transaction.

The transaction is subject to customary closing conditions, including regulatory approvals and approval by the shareholders of Viasystems. The transaction is expected to close in the first half of 2015. J.P. Morgan acted as financial advisor for TTM, and Stifel acted as financial advisor for Viasystems.