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 |