Attached files
| file | filename |
|---|---|
| EX-99.6 - EX-99.6 - VIASYSTEMS GROUP INC | d787165dex996.htm |
| EX-99.9 - EX-99.9 - VIASYSTEMS GROUP INC | d787165dex999.htm |
| EX-99.7 - EX-99.7 - VIASYSTEMS GROUP INC | d787165dex997.htm |
| EX-99.2 - EX-99.2 - VIASYSTEMS GROUP INC | d787165dex992.htm |
| EX-99.1 - EX-99.1 - VIASYSTEMS GROUP INC | d787165dex991.htm |
| EX-99.10 - EX-99.10 - VIASYSTEMS GROUP INC | d787165dex9910.htm |
| EX-99.3 - EX-99.3 - VIASYSTEMS GROUP INC | d787165dex993.htm |
| EX-2.1 - EX-2.1 - VIASYSTEMS GROUP INC | d787165dex21.htm |
| EX-99.8 - EX-99.8 - VIASYSTEMS GROUP INC | d787165dex998.htm |
| 8-K - 8-K - VIASYSTEMS GROUP INC | d787165d8k.htm |
| EX-99.4 - EX-99.4 - VIASYSTEMS GROUP INC | d787165dex994.htm |
 Merger with TTM
Employee Presentation
September 22, 2014
Proprietary and Confidential
Exhibit 99.5 |
 Disclaimer
2
Forward-Looking Statements Certain
statements in this communication may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements
relate to a variety of matters, including but not limited to: the operations of the businesses of TTM
and Viasystems separately and as a combined entity; the timing and consummation of the proposed
merger; the expected benefits of the integration of the two companies; the combined company’s plans, objectives, expectations and intentions;
and other statements that are not historical fact. These statements are made on the basis of the
current beliefs, expectations and assumptions of the management of TTM and Viasystems regarding
future events and are subject to significant risks and uncertainty. Statements regarding our expected performance in the future are forward-looking
statements. It is
uncertain whether any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do, what impact they will have on the results of
operations and financial condition of the combined company or the price of Viasystems’ or
TTM’s common stock. These forward-looking statements involve certain risks and
uncertainties that could cause actual results to differ materially from those indicated in such
forward-looking statements, including but not limited to: the ability of the parties to
consummate the proposed merger and the satisfaction of the conditions precedent to consummation of the
proposed merger, including the ability to secure regulatory approvals in a timely manner or at
all; the adoption of the Merger Agreement by Viasystems’ stockholders; the possibility of legal or regulatory proceedings (including related to
the transaction itself); the ability of TTM to successfully integrate Viasystems’ operations,
product lines, technology and employees and realize synergies and additional opportunities for
growth from the proposed merger in a timely manner or at all; unknown, underestimated or undisclosed commitments or liabilities; the potential impact of the
announcement or consummation of the proposed transactions on the parties’ relationships with
third parties, which may make it more difficult to maintain business and operational
relationships; the level of demand for the combined company’s products, which is subject to many factors, including uncertain global economic and industry
conditions, demand for electronic products and printed circuit boards, and customers’ new
technology and capacity requirements; TTM’s and Viasystems’ ability to (i) develop,
deliver and support a broad range of products, expand their markets and develop new markets, (ii)
timely align their cost structures with business conditions, and (iii) attract, motivate and
retain key employees; and developments beyond Viasystems’ or TTM’s control, including but not limited to, changes in domestic or global economic conditions,
competitive conditions and consumer preferences, adverse weather conditions or natural disasters,
health concerns, international, political or military developments, and technological
developments. Additional factors that may cause results to differ materially from those described in the forward-looking statements are set forth in the Annual
Report on Form 10-K of TTM Technologies, Inc. for the year ended December 30, 2013, which was
filed with the Securities and Exchange Commission (the “SEC”) on February 21, 2014,
under the heading “Item 1A. Risk Factors” and in the Annual Report on Form 10-K of Viasystems for the year ended December 31, 2013, which was filed
with the SEC on February 14, 2014, under the heading “Item 1A. Risk Factors,” and in each
company’s other filings made with the SEC available at the SEC’s website at
www.sec.gov.
Neither Viasystems nor TTM undertakes any obligation to update any such forward-looking statements
to reflect any new information, subsequent events or circumstances, or
otherwise, except as may be
required by law. |
 3
Use of Non-GAAP Financial Measures
In addition to the financial statements presented in accordance with U.S. GAAP, TTM
and Viasystems use certain non-GAAP financial measures, including “adjusted EBITDA.”
The companies present non-GAAP financial information to enable investors to see
each company through the eyes of management and to provide better insight into its ongoing
financial performance.
Adjusted EBITDA is defined as earnings before interest expense, income taxes,
depreciation, amortization of intangibles, stock-based compensation expense, gain on sale of
assets, asset impairments, restructuring, costs related to acquisitions, and other
charges. For a reconciliation of adjusted EBITDA to net income, please see Appendix A at the
end of this presentation. Adjusted EBITDA is not a recognized financial measure
under U.S. GAAP, and does not purport to be an alternative to operating income or an
indicator
of
operating
performance.
Adjusted
EBITDA
is
presented
to
enhance
an
understanding
of
operating
results
and
is
not
intended
to
represent
cash
flows
or
results
of
operations. The Boards of Directors, lenders and management of the companies use
adjusted EBITDA primarily as an additional measure of operating performance for matters
including
executive
compensation
and
competitor
comparisons.
The
use
of
this
non-GAAP
measure
provides
an
indication
of
each
company’s
ability
to
service
debt,
and
management
considers
it
an
appropriate
measure
to
use
because
of
the
companies’
leveraged
positions.
Adjusted EBITDA has certain material limitations, primarily due to the exclusion of
certain amounts that are material to each company’s consolidated results of operations, such
as interest expense, income tax expense, and depreciation and amortization. In
addition, adjusted EBITDA may differ from the adjusted EBITDA calculations reported by other
companies in the industry, limiting its usefulness as a comparative measure.
The companies use adjusted EBITDA to provide meaningful supplemental information
regarding operating performance and profitability by excluding from EBITDA certain items
that each company believes are not indicative of its ongoing operating results or
will not impact future operating cash flows, which include stock-based compensation expense,
gain on sale of assets, asset impairments, restructuring, costs related to
acquisitions, and other charges. Data Used in This Presentation
Due to rounding, numbers presented throughout this and other documents may not add
up precisely to the totals provided and percentages may not precisely reflect the
absolute figures.
Disclaimer |
 Disclaimer
4
Participants in the Solicitation
Additional Information and Where to Find It
No Offer or Solicitation
TTM and Viasystems and their respective directors and executive officers will be participants in the
solicitation of proxies from Viasystems' stockholders in connection with the proposed merger
and may have direct or indirect interests in the proposed merger. Information about TTM’s directors and executive officers is set forth in TTM’s Proxy
Statement on Schedule 14A for its 2014 Annual Meeting of Stockholders, which was filed with the SEC on
March 14, 2014, and its Annual Report on Form 10-K for the fiscal year ended December 30,
2013, which was filed with the SEC on February 21, 2014. These documents are available free of charge at the SEC’s website at
www.sec.gov, and from TTM by contacting Investor Relations by mail at TTM Technologies, Inc., 1665
Scenic Avenue, Suite 250, Costa Mesa, CA 92626, Attn: Investor Relations Department, by
telephone at 714-327-3000, or by going to TTM’s Investor Relations page on its corporate website at www.ttmtech.com. Information about
Viasystems' directors and executive officers is set forth in Viasystems' Proxy Statement on Schedule
14A for its 2014 Annual Meeting of Stockholders, which was filed with the SEC on March 14,
2014, and its Annual Report on Form 10-K for the fiscal year ended December 31, 2013, which was filed with the SEC on February 14, 2014. These
documents are available free of charge at the SEC’s website at www.sec.gov, and from Viasystems
by contacting Investor Relations by mail at Viasystems Group, Inc., 101 South Hanley Road,
Suite 1800, St. Louis, MO 63105, Attn: Investor Relations Department, by telephone at 314-727-2087, or by going to Viasystems' Investor Info page on
its corporate website at www.viasystems.com. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed merger will be
included in the Proxy Statement/Prospectus that TTM will file with the SEC.
The information in this communication is for informational purposes only and is neither an offer to
purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the
solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in
contravention of applicable law. No offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
TTM will file with the SEC a registration statement on Form S-4, which will include a prospectus
with respect to TTM’s shares of common stock to be issued in the proposed merger and a
proxy statement of Viasystems in connection with the proposed merger between TTM and Viasystems (the “Proxy Statement/Prospectus”). The Proxy
Statement/Prospectus will be sent or given to Viasystems’ stockholders and will contain important
information about the proposed merger and related matters. VIASYSTEMS’ SECURITY
HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. The Proxy
Statement/Prospectus and other relevant materials (when they become available) and any other
documents filed by TTM or Viasystems with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In
addition, security holders will be able to obtain free copies of the Proxy Statement/Prospectus from
TTM or Viasystems by contacting either (1) Investor Relations by mail at TTM Technologies,
Inc., 1665 Scenic Avenue, Suite 250, Costa Mesa, CA 92626, Attn: Investor Relations Department, by telephone at 714-327-3000, or by going to TTM’s
Investor Relations page on its corporate website at www.ttmtech.com or (2) Investor Relations by mail
at Viasystems Group, Inc., 101 South Hanley Road, Suite 1800, St. Louis, MO 63105, Attn:
Investor Relations Department, by telephone at 314-727-2087, or by going to Viasystems' Investor Info page on its corporate website at
www.viasystems.com.
|
 Agenda
Transaction Overview
Sales Force Actions and Expectations
5 |
 Transaction Overview
TTM to acquire 100% of Viasystems in a cash/stock transaction
Viasystems stockholders will receive $11.33 per share in cash and 0.706 shares of TTM
stock for each Viasystems share
At
current
market
values
(as
of
09/19/14),
this
implies
an
offer
price
of
$16.46
per
Viasystems
share (41% premium to current)
TTM shareholders will own approximately 84% of the common stock of the combined
company
Viasystems’
implied enterprise valuation of ~$927mm, equivalent to ~6.8 x 6/30/14 adjusted
LTM EBITDA of $137mm
Expected closing in the first half of 2015, subject to regulatory reviews and other
customary conditions to closing
TTM has fully committed financing for the transaction
Viasystems’
two largest shareholders (combined 67% ownership) have signed agreements to
vote in favor of the transaction
6 |
 Transaction Rationale
Combination
of
two
industry
leaders,
creating
enhanced
scale
and
new
growth
opportunities
End
market
diversification
into
Automotive
and
expanded
presence
in
Medical,
Industrial
&
Instrumentation
Complementary global footprint, commitment to operational excellence and expertise in
key technologies
Outstanding combined customer list spanning North America, Asia and Europe
Strong talent pool, with extensive experience in the PCB industry
Value creation opportunity
Enhance scale to compete with Asian Industry Leaders ($2.5bn combined pro forma
2013 revenue)
Potential to achieve industry-leading financial performance
7 |
 Overview of TTM Technologies, Inc.
8 |
 Leading position
in growing market segments Market Leader
Top 10 world PCB makers 2013 ($mm)
Global PCB manufacturer with combined pro forma FY 2013 revenue of $2.5
billion Core supplier to automotive segment
Complementary positions in medical; industrial & instrumentation; networking
& communications; and aerospace & defense segments
Advanced technology supplier to rapidly growing smartphone and tablet
segments 9
Source: Prismark Partners,February 2014
Top 10 represent ~34% of 2013 total world PCB output
2013 Global PCB output of ~$55bn
Viasystems
TTM
$2,556
$2,539
$2,205
$2,163
$2,136
$1,700
$1,567
$1,372
$1,315
$1,180
0
500
1,000
1,500
2,000
2,500
3,000
3,500
4,000
Nippon
Mektron
TTM +
Viasystems
Young
Poong
Zhen Ding
Unimicron
SEMCO
Ibiden
Tripod
Sumitomo
Daeduck
Pro forma TTM + Viasystems: 5% |
 End
Market Diversification Viasystems
TTM
2013 sales = $1,171mm
2013 sales = $1,368mm
2013 revenue by end market
Pro forma combined revenue by end market
10
Aerospace/
Defense
15%
Cellular
Phone
20%
Computing/
Storage/Peripherals
20%
Medical/
Industrial/
Instrumentation/
Other
8%
Networking/
Communications
32%
Other
5%
Automotive
30%
Telecom
17%
Industrial &
Instrumentation
25%
Computer &
Datacom
17%
Military and
Aerospace
11%
Introduces attractive new Automotive segment – 14% of total sales
Cellular Phone end market reduced from 20% of total sales to 11%
Telecom and Computing end market reduced from 51% of total sales to 43%
Aerospace & Defense reduced from 15% of total sales to 13%
Medical, Industrial and Instrumentation end market increased to 16% of total sales from 8% |
 TTM
Viasystems
Total
TTM
Viasystems
Total
# of facilities
7
10
17
6
5
11
Size (~ 1000 sq.ft)
860
1,100
1,960
3,400
4,610
8,010
North America
China
Automotive
Conventional PCB
HDI & QTA
Aerospace & Defense
Specialty Assy
1
Anaheim, CA
San Jose, CA
2
Milpitas, CA
Cleveland, OH
6
North Jackson, OH
5
Denver, CO
8
Zhongshan, China
9
Guangzhou, China
10
Huiyang, China
7
Sterling, VA
11
Forest Grove, OR
12
Toronto, Canada
13
Juarez, Chihuahua
15
Shenzhen, China
14
Shanghai, China
4
5
3
4
6
1
3
2
9
8
10
11
7
12
13
14
15
11
1
9
2
5
3
4
7
10
11
12
13
8
6
1
2
3
Santa Clara, CA
Stafford, CT
San Diego, CA
9
Stafford Springs, CT
8
Shanghai, China
Substrate
13
Shanghai -
SMST
High Tech/Quick-Turn/High Mix
4
Chippewa Falls, WI
6
Logan, UT
5
Santa Ana, CA
7
Hong Kong -
OPCM
Volume Production
10
Dongguan -
DMC
Shanghai -
SME
11
Guangzhou -
GME
12
Complementary Global Footprint and
Capabilities |
 Outstanding Combined Customer List
Top 5 Customers
Apple
Cisco
Ericsson
Huawei
Juniper
Viasystems
TTM
Top 5 Customers
Autoliv
Alcatel-Lucent
Bosch
Continental
GE
Top 5 Customers
Alcatel-Lucent
Apple
Bosch
Cisco
Huawei
2013 revenue contribution by customer
Note: Customer names ordered alphabetically
12
TTM + Viasystems
Top 5
Customers
41%
Other
59%
Top 5
Customers
31%
Other
69%
Top 5
Customers
27%
Other
73% |
 Summary Financial Impact
/ 12.0%
/ 11.3%
/ 12.6%
13
06/30/14 LTM Revenue and Adjusted EBITDA ($mm) |
 Sales Force Actions
and Expectations |
 Sales
Force Actions and Expectations Initiate Professionally Coordinated Customer
Communication Process Based Upon: Press Release
Customer Letter
Customer and Supplier Talking Points
Customer Q&A
15 |
 Communication Timeline Review
Monday,
September
22,
2014
6:30 am CDT
Press Release
6:40 am CDT
Initiation of Customer/Vendor Communications
7:30 am CDT
Joint Investor Webcast and Call
8:30 am CDT
Employee Call
Tuesday,
September
23,
2014
8:30 am CDT
Joint Customer/Vendor Call
16 |
 Communication Tool Review
Communication Packages Will Be Distributed to Sales Teams by Sales VPs and Directors
and to Inside Sales Team Leaders by Kelly Wetzler/Rich Kampf
Inside Sales Team Leader meeting
Sales Force Team meetings with VPs and Directors
Tool Review
For Customer Distribution
Press Release
Customer Letter
For Reference Only. NOT FOR DISTRIBUTION!
Customer and Supplier Talking Points
Customer Q&A
17 |
 Customer Communication Process
Inside Sales Leader Meeting
Rich Kampf
Distribute communication tool package
Review proper usage
Inside Sales Leaders
Review communication package with their teams
Initiate
email
distribution
of
customer
letter
and
press
release
to
general
customer
population
Coordinate with field sales regarding notable customer feedback
18 |
 Customer Communication Process –
Sales Force
Stick to the Script
Base
individual
customer
conversations
on
the
communication
tool
package
and
its
major
themes and messages
Communicate promptly and thoroughly
Be excited and positive
19 |
 Customer Communication Process
Mission:
By
End
of
Tomorrow,
All
Viasystems’
Major
Customers
Will
Hear
the
News
from
Viasystems
Press Release
Investor Call
Sales Force General Communication Process
Inside Sales Emailing and Customer Calls
Common Customers Will also Learn from TTM
All media inquiries should be referred to Kelly Wetzler
20 |
 Transition Period Guidelines
Transaction is targeted to close in the first half of 2015
Until Closing, TTM and Viasystems must operate independently!
To do otherwise violates anti-trust law
Do Not:
Collaborate with any TTM personnel
Engage in TTM business activities with customers
Speculate with customers about post-closing responsibilities
21 |
 Closing Comments
This is very exciting news for Viasystems and our customers
The Merger is right for both companies
Viasystems will further diversify TTM through new end markets and new
customers Viasystems will complement TTM’s existing key market
positions and capabilities Viasystems shares similar operating
philosophies The combined company will become #2 in the world for printed
circuit boards Expanded and improved total solution offering to
customers Supports goal to expand global business model with improved
financial performance 22 |
 Appendix A |
 TTM
Non-GAAP ADJUSTED EBITDA Reconciliation
$mm
LTM 6/30/14
Net income
($3.3)
Income tax provision
4.4
Interest expense
24.0
Amortization of definite-lived intangibles
9.1
Depreciation expense
93.0
EBITDA
$127.2
Stock-based compensation
8.2
Gain on sale of assets
-
Restructuring and other changes
14.7
Impairments
12.6
Adjusted EBITDA
$162.7
24 |
 Viasystems Non-GAAP ADJUSTED EBITDA
Reconciliation
$mm
2012
2013
LTM 6/30/14
Net income
($62.2)
($27.6)
($17.0)
Income tax provision
12.8
11.1
12.3
Interest expense
42.2
44.8
45.4
Depreciation and amortization
84.6
94.8
94.7
EBITDA
$77.3
$123.1
$135.4
Stock-based compensation
10.6
9.4
7.3
Restructuring
18.2
1.1
1.4
Impairment
1.7
-
-
Costs related to acquisition and equity registrations
13.6
0.6
0.6
Other, net
(0.4)
(6.0)
(6.0)
Loss on early extinguishment of debt
24.2
-
(4.3)
Amortization of deferred financing costs
2.7
2.9
2.8
Adjusted EBITDA
$148.0
$131.1
$137.3
25 |