Acquirer: TTM Technologies, Inc. (US)
Acquired: Anaren Holding Corp. (US)
Value: Approx. US$775 million
Industry: Integrated Circuits; Technology Services
UPDATE: On April 18, 2018, TTM Technologies, Inc., “completed its acquisition of all of the issued and outstanding common stock of Anaren Holding Corp. . . .” (TTM Technologies, Inc., Form 10-Q, SEC Filing.) The purchase agreement was announced on December 1, 2017, and as of February 2018 the “CFIUS approval [was] pending.” (Lender Presentation, TTM Technologies, Inc., Form 8-K, Ex-99.1, Feb. 9, 2018, SEC Filing.) The transaction was subject to “clearance by the Committee on Foreign Investment in the United States . . . .” (TTM Technologies Form 8-K, Dec. 4, 2017, SEC Filing.)
Posted on March 2, 2018
On February 9, 2018, TTM Technologies, Inc., disseminated lender presentation materials relating to its previously announced acquisition of Anaren Holding Corp. (See TTM Technologies, Inc., Form 8-K, Feb. 9, 2018, SEC Filing.) The lender presentation provided that the parties “CFIUS approval is pending” and that they intend to “close in 1H 2018.” (Lender Presentation, TTM Technologies, Inc., Form 8-K, Ex-99.1, Feb. 9, 2018, SEC Filing.)
Posted February 12, 2018
Status: Upcoming/New Filing
On December 1, 2017, TTM Technologies, Inc., a California based global Printed Circuit Board manufacturer, agreed to acquire New York based Anaren Holding Corp., for approximately US$775 million from affiliates of Veritas Capital. (TTM Technologies Press Release, TTM Technologies, Inc. to Acquire Anaren, Inc., TTM Technologies Form 8-K, Ex-99.1, Dec. 4, 2017, SEC Filing.) Anaren is a “[l]eading provider of mission-critical RF / microwave solutions for space, defense and wireless infrastructure,” and is a “[k]ey [s]upplier to [h]igh [p]riority DoD [p]rograms.” (TTM Technologies Investor Presentation in TTM Technologies Form 8-K, Ex-99.2, Dec. 4, 2017, SEC Filing.) “Consummation of the Acquisition is subject to the satisfaction of certain conditions, including . . . clearance by the Committee on Foreign Investment in the United States and by the Defense Security Service.” (TTM Technologies Form 8-K, Dec. 4, 2017, SEC Filing.) The CFIUS condition is also satisfied if CFIUS concludes that the transaction is not a “covered transaction.” (See Stock Purchase Agreement § 1.1, TTM Technologies Form 8-K, Ex-2.1, Dec. 4, 2017, SEC Filing.) According to the stock purchase agreement, the parties are to prefile a draft CFIUS notice by December 22, 2017. (See Id. § 6.3(d).) By December 7, the agreement also required the parties to “make any notice required under the NISPOM and promptly submit a draft FOCI Action Plan agreeable in all material respects to DSS.” (Id. § 6.3(e)).
Although TTM Technologies is a US company, one of its major shareholders is British Virgin Islands company Su Sih (BVI) Limited, holding 9.6%. (See TTM Technologies, Schedule 14A, Mar. 31, 2017, SEC Filing.) Su Sih (BVI) Limited “is a holding company owned by Mr. Tang Hsiang Chien and Mein et Moi Limited, referred to as MML, a company organized under the laws of the British Virgin Islands and wholly owned by Mr. Tang Ying Yen, Henry. Both Messrs. Tang Hsiang Chien and Tang Ying Yen, Henry are citizens of Hong Kong Special Administrative Region of People’s Republic of China.” (Id.)
According to TTM Technologies’ most recently filed annual report, the company maintains “facility security clearances under the National Industrial Security Program Operating Manual,” and it has, “effective October 2010, […] entered into a Special Security Agreement (SSA) with the DoD; Su Sih (BVI) Limited, or Su Sih (a significant foreign owner of our capital stock); and Mr. Tang Hsiang Chien (as the beneficial owner of Su Sih) . . . to deny Mr. Tang, Su Sih, and other persons affiliated with our China operations, unauthorized access to classified and export controlled unclassified information and to mitigate any influence over our business or management in a manner that could result in the compromise of classified information or could adversely affect the performance of classified contracts.” (TTM Technologies Form 10-K, Feb. 24, 2017, SEC Filing.)
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