TTM Technologies, Inc. to Sell Four China Manufacturing Plants Comprising Its Mobility Business Unit

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TTM Technologies, Inc. today announced the execution of a definitive agreement under which TTM has agreed to divest its four China manufacturing plants comprising substantially all of the assets of its Mobility business unit as a separate enterprise for $550 million in cash consideration. The sale does not include certain accounts receivable of the divested business, estimated to be $110 million in cash receivable to TTM. The Buyer is AKMMeadville Electronics (Xiamen) Co., Ltd. (“AKMMeadville”), a Chinese consortium consisting of Meizhi Investment (Xiamen) Co., Ltd., Xiamen Semiconductor Investment Group Co., Ltd., AKM Electronics Industrial (Panyu) Ltd. (“AKM”), and Anmei Ventures (Xiamen) Equity Investment Partnership (Limited Partnership) (“Anmei”).

The transaction is an important step in advancing TTM’s stated strategy of increasing its focus on growth markets characterized by long product cycles such as aerospace and defense, automotive, medical, industrial, instrumentation and networking/communications that more fully leverage TTM’s early engagement capabilities and industry leading differentiated solutions, while decreasing its focus on seasonal, consumer-oriented markets such as cellular.

“After years of double digit growth, the cellular market has matured resulting in lower growth rates.” said Tom Edman, CEO of TTM. “However, this market still demands substantial investment and capital commitments. In addition, the cellular market is highly seasonal and is driven by short term product cycles. The combination of these trends posed increasing challenges to our strategic direction and desired business model. We are pleased to have found a buyer that we believe is strategically committed to cellular market leadership, growing the Mobility business and supporting the customers and the approximately 7,500 employees that support this business. We expect that after the transaction is complete, the remaining TTM business should be less seasonal and more exposed to longer cycle markets that fit our strategic direction. We remain excited about the anticipated growth opportunities in 5G base stations, cloud data centers, aerospace and defense electronics, and increasing automotive electronic content.”

Strategic Rationale

The sale of the Mobility business unit is expected to provide a number of benefits to TTM, our customers, employees and shareholders, including:

• Reducing our exposure to the highly seasonal and cyclical cellular market
• Increasing our mix of business to longer cycle markets with aerospace and defense remaining our largest end market after this deal closes
• More capital available for growth investments in our remaining businesses
• Expected improvement in overall margins
• Cash proceeds which can be reinvested in the business or used to reduce debt
• Reducing TTM’s Chinese manufacturing footprint
• Buyer is believed to be strategically committed to the Mobility business with the resources to expand and grow the Mobility business’s industry leadership position

Terms of the Transaction and Financial Highlights

The transaction is structured as a sale of the four China manufacturing plants of the Mobility business unit on a debt free, cash free basis for a total of $550 million in cash, subject to working capital adjustments at closing. The sale does not include certain accounts receivable of the business unit as of the closing date, which TTM expects, based on the terms of the agreement, will result in an estimated $110 million in cash receivable to TTM.

• In the twelve months ended September 30, 2019, the Mobility business unit generated revenues of $528 million, non-GAAP operating income of $5.5 million and adjusted EBITDA of $82.5 million.¹ 
• Within AKMMeadville, Meizhi Investment and Xiamen Semiconductor Investment Group are the primary investors and the minority investors are AKM and Anmei. AKM’s parent is a Hong Kong listed company focused on the manufacture of flexible printed circuit board products in China and India. This strategic buyer consortium has agreed to purchase TTM’s Mobility business unit consisting of four manufacturing facilities in China, namely in Guangzhou and Shanghai, and the associated business revenue. 
• Products are largely advanced technology PCBs (HDI, SLP, Rigid-flex, substrate) targeted at cellular, notebook, tablet and consumer end markets. TTM will retain advanced technology capabilities in TTM’s remaining printed circuit board manufacturing plants.
• This transaction is subject to customary regulatory approvals for transactions in China (the State Administration for Market Regulation of the People’s Republic of China and change of ownership filings with other local government authorities) and is expected to close in four to six months. Receipt of proceeds can take up to approximately an additional three to four months. The buyer has provided TTM with bank guarantees payable in United States dollars by the Hong Kong branches of third party banks to provide security for the financing of the transaction.  
• TTM fully intends to support our Mobility customers and employees between signing and closing.
• After the transaction, TTM will maintain its leading position as a provider of printed circuit board products, specialty components and engineered solutions focusing on five major markets:  1) Aerospace and Defense, 2) Automotive, 3) Medical, Industrial and Instrumentation, 4) Computing and 5) Networking and Communications.
• J.P Morgan and UBS acted as financial advisors to TTM. O’Melveny & Myers LLP acted as legal counsel for TTM.

¹A reconciliation of non-GAAP operating income and adjusted EBITDA to GAAP operating income has been provided in the table included in this press release under the heading “Mobility Business Unit Operating Income and EBITDA Reconciliation.”

Investor Conference Call and Webcast

TTM will host a conference call on Wednesday, January 22, 2020 at 4:30 PM Eastern Time to discuss the divestiture.  

Interested parties can listen to the conference call and view accompanying slides via webcast at www.ttm.com. The call can also be accessed over the phone by dialing domestic 1-888-394-8218 or international 1-323-701-0225 (ID 7996186).

The replay of the webcast will remain accessible for one week following the live event on TTM’s website at www.ttm.com.