Attached files

file filename
EX-99.5 - EX-99.5 - VIASYSTEMS GROUP INCd787165dex995.htm
EX-99.6 - EX-99.6 - VIASYSTEMS GROUP INCd787165dex996.htm
EX-99.9 - EX-99.9 - VIASYSTEMS GROUP INCd787165dex999.htm
EX-99.7 - EX-99.7 - VIASYSTEMS GROUP INCd787165dex997.htm
EX-99.2 - EX-99.2 - VIASYSTEMS GROUP INCd787165dex992.htm
EX-99.1 - EX-99.1 - VIASYSTEMS GROUP INCd787165dex991.htm
EX-99.10 - EX-99.10 - VIASYSTEMS GROUP INCd787165dex9910.htm
EX-99.3 - EX-99.3 - VIASYSTEMS GROUP INCd787165dex993.htm
EX-2.1 - EX-2.1 - VIASYSTEMS GROUP INCd787165dex21.htm
8-K - 8-K - VIASYSTEMS GROUP INCd787165d8k.htm
EX-99.4 - EX-99.4 - VIASYSTEMS GROUP INCd787165dex994.htm

Exhibit 99.8

Viasystems Related Stakeholder Talking Points

Overall Themes:

The Transaction: The proposed business combination with Viasystems’s PCB and assembly business will financially and competitively strengthen TTM.

 

    TTM will acquire Viasystems’s PCB and assembly businesses in exchange for an implied enterprise value of $927 million which will be payable in the form of cash and TTM common stock. TTM has received a financing commitment of $1.3 billion from JP Morgan and Barclays.

 

    With this complementary transaction, TTM will emerge as one of the world’s leading PCB manufacturers with an expanded global footprint and a complete technology portfolio to service critical customer needs.

 

    The move will boost United States competitiveness: sustaining an American role in this critical industry for years to come by protecting the revenue stream for TTM’s ongoing R&D and future investments in the United States.

The Partner: Viasystems is the right partner to enhance TTM PCB business.

 

    Viasystems is a leading manufacturer of high-end, high reliability printed circuit boards and electro-mechanical assembly offerings.

 

    Viasystems is a global leader in the automotive segment with strong positions in the telecom, computing, industrial & instrumentation and aerospace & defense end markets.

 

    Viasystems has a global footprint in North America and Asia.

 

    We are excited to bring on a Viasystems management team which brings great managerial/technical and operational depth to TTM.

The Benefits: TTM’s business combination with Viasystems’s printed circuit board business will create the premier integrated global PCB manufacturer. The new business will have:

 

    Leading positions across attractive and diversified end markets.

 

    Deal will allow for market diversification into automotive, with complementary positions in military/aerospace, I&I, computing and networking/telecom, and helps to reduce the seasonality effect of our cellular phone business.

 

    An outstanding combined customer list spanning Asia, North America and Europe.

 

    An integrated global commercial sales and manufacturing platform to provide one-stop solutions for a wide range of customers.

 

    Industry-leading financial performance.

 

    An experienced and capable management team with extensive experience in the PCB industry.


Customers/Vendors

 

    Excited about this combination of strong companies with complementary capabilities and new end market opportunities.

 

    Currently, TTM is the 8th largest PCB manufacturer in the world. With this transaction, TTM will become the 2nd largest PCB manufacturer based on 2013 rankings by Prismark and Associates.

 

    Believe this deal makes strategic sense as Viasystems brings an attractive set of PCB technologies to TTM along with a very strong presence in the automotive industry and complementary positions in military/aerospace, I&I, computing and networking /telecom.

 

    The global footprint of the two companies is also complementary as we can build off of each other’s respective capabilities in North America and China.

 

    We are excited to bring on a Viasystems management team which brings great managerial, technical and operational depth to TTM.

 

    This combination will benefit our customers as we combine the best practices from both companies to focus on delivering quality product to our global customer base while also supporting our customers with world class engineering services, technology development and customer service.

 

    We will be working through the necessary approval requirements including government filings, shareholder meetings and finalization of the financing and expect to close in the first half of 2015. In the meantime, we will continue to operate as independent companies, focused on day to day execution on behalf of our global customer base.

Employees

 

    Excited about this combination of strong companies with complementary capabilities and new end market opportunities.

 

    Currently, TTM is the 8th largest PCB manufacturer in the world. With this transaction, TTM will become the 2nd largest PCB manufacturer based on 2013 rankings by Prismark and Associates.

 

    Believe this deal makes strategic sense as Viasystems brings an attractive set of PCB technologies to TTM along with a very strong presence in the automotive industry.

 

    Combination will provide new market diversification into automotive, with complementary positions in military/aerospace, I&I, computing and networking/telecom, and helps to reduce the seasonality effect of our cellular phone business. The global footprint of the two companies is also complementary as we can build off of each-other’s respective capabilities in North America and China.

 

    We are excited to bring on a Viasystems management team which brings great managerial/technical and operational depth to TTM.

 

    This combination will benefit our customers as we combine the best practices from both companies to focus on delivering quality product to our global customer base while also supporting our customers with world class engineering services, technology development and customer service.

 

    We will be working through the necessary approval requirements including government filings, shareholder meetings and finalization of the financing and expect to close in the first half of 2015. In the meantime, we will continue to operate as independent companies, and we ask that our employees remain focused on what makes our respective companies great - day to day execution on behalf of our global customer bases.


Investors

 

    Excited about this combination of strong companies with complementary capabilities and new end market opportunities.

 

    Currently, TTM is the 8th largest PCB manufacturer in the world. With this transaction, TTM will become the 2nd largest PCB manufacturer based on 2013 rankings by Prismark and Associates.

 

    We believe this deal makes strategic sense as Viasystems brings an attractive set of PCB technologies to TTM along with a very strong presence in the automotive industry.

 

    Deal will provide new market diversification into automotive, with complementary positions in military/aerospace, I&I, computing and networking/telecom, and helps to reduce the seasonality effect of our cellular phone business.

 

    The global footprint of the two companies is also complementary as we build off of our respective capabilities in North America and China.

 

    We are excited to bring on a Viasystems management team which brings great managerial/technical and operational depth to TTM.

 

    Including synergies and excluding transaction costs and purchase accounting adjustments, we believe the deal will be accretive in the first full year following the close.

 

    We estimate $25 million in synergies in the first full year following the close. We will be working through the necessary approval requirements including government filings, shareholder meetings and finalization of the financing and expect to close in the first half of calendar quarter of 2015.

Government Stakeholders

 

    Excited about this combination of strong companies.

 

    The company will remain headquartered in the United States.

 

    The move will boost U.S. competitiveness: sustaining an American role in this critical industry for years to come by protecting the revenue stream for TTM’s ongoing R&D and future investments in the United States.

 

    Currently, TTM is the 8th largest PCB manufacturer in the world. With this transaction, TTM will become the 2nd largest PCB manufacturer in the world, and the only US Company in the global Top 10 based on 2013 rankings by Prismark and Associates.

 

    We believe this deal makes strategic sense as Viasystems brings an attractive set of PCB technologies to TTM along with a very strong presence in the automotive industry.

 

    Deal will provide new market diversification into automotive, with complementary positions in military/aerospace, I&I, computing and networking/telecom, and helps to reduce the seasonality effect of our cellular phone business.

 

    In military/aerospace, Viasystems will strengthen our technology roadmap and provide additional plants from which we can supply critical customer needs.

 

    The global footprint of the two companies is also complementary as we build off of our respective capabilities in North America and China.


    We are excited to bring on a Viasystems management team which brings great managerial/technical and operational depth to TTM.

 

    An added benefit of this transaction is that it will result in the dilution of the ownership position in TTM. Specifically, it is now estimated that TTM’s single largest shareholder will be reduced to 27% of TTM’s outstanding shares from 33% pre-deal.

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 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 Merger and the satisfaction of the conditions precedent to consummation of the 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 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 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.

No Offer or Solicitation

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.

Additional Information and Where to Find It

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 Merger and a proxy statement of Viasystems in connection with the Merger between TTM and Viasystems (the “Proxy Statement/Prospectus”). The Proxy Statement/Prospectus will be sent or given to the stockholders of Viasystems and will contain important information about the 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.

Participants in the Solicitation

TTM and Viasystems and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Viasystems’ stockholders in connection with the Merger and may have direct or indirect interests in the 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 Merger will be included in the Proxy Statement/Prospectus that TTM will file with the SEC.