Barclays acted as financial advisor for TTM, and Houlihan Lokey and Evercore acted as financial advisors for Anaren. O’Melveny & Myers LLP acted as legal counsel for TTM. Skadden, Arps, Slate, Meagher & Flom LLP acted as legal counsel for Anaren.
TTM Technologies, Inc. (NASDAQ:TTMI) (“TTM”) has agreed to acquire Anaren, Inc. (“Anaren”) for approximately $775 million in cash from affiliates of Veritas Capital.
The transaction combines TTM’s strength in printed circuit board (“PCB”) manufacturing with Anaren’s product portfolio of unique and proprietary radio frequency (“RF”) components and subsystems for the Aerospace & Defense and Networking/Communication end markets. The combined company will be strongly positioned to benefit from the expected increased spending towards advanced radar technology in the Aerospace & Defense market and 5G technology in the wireless infrastructure market.
Anaren, Inc. will be purchased in a debt free, cash free transaction for $775 million in cash, subject to working capital adjustments at closing.
In the twelve months ended September 30, 2017, the combined company would have generated pro forma revenues of $2.8 billion and pro-forma adjusted EBITDA of $450 million. For a reconciliation of pro-forma adjusted EBITDA to pro-forma GAAP net income, see Appendix A to TTM’s presentation filed as Exhibit 99.2 to TTM’s Current Report on Form 8-K filed on December 4th, 2017.
TTM has identified $15 million in pre-tax, run rate, cost synergies which are expected to be realized within the first two years after closing. TTM believes that significant additional synergies will result from other integration efforts over a longer period of time. This transaction is expected to be accretive to non-GAAP earnings.
TTM expects to finance the purchase with a $700 million add on to its existing Term Loan B and cash on hand. In addition, TTM has received a fully-underwritten commitment from Barclays to finance the transaction.
The transaction is subject to customary closing conditions, including regulatory approvals. The transaction is expected to close in the first half of 2018.
O’Melveny advised TTM with Tobias Knapp (Picture), Marina Richter, Vincent Ferrito, Brendan George (M&A), Art Hazlitt, Alexander Roberts (Tax), Chris Del Rosso, Rebecca Cottrell (Executive Compensation), Jeffrey Kohn, Stephanie Drotar (Employment), John Rousakis (Environmental), Andrew Dolak, Tom Oslovar (IP&IT), Sung Pak (Banking & Finance).
The Skadden team includes: M&A partners Kenneth Wolff and June Dipchand and associate John Alessi (Boston); Tax counsel Paul Schockett(Washington, D.C.); Executive Compensation and Benefits partner Erica Schohn and counsel Dmitriy Chelnitsky; and Banking partner David Kitchen (Los Angeles).
Involved fees earner: Tobias Knapp – O’Melveny & Myers LLP; Marina Richter – O’Melveny & Myers LLP; Vincent Ferrito – O’Melveny & Myers LLP; Arthur Hazlitt – O’Melveny & Myers LLP; Alexander Roberts – O’Melveny & Myers LLP; Chris Del Rosso – O’Melveny & Myers LLP; Rebecca Cottrell – O’Melveny & Myers LLP; Jeffrey Kohn – O’Melveny & Myers LLP; Stephanie Drotar – O’Melveny & Myers LLP; John Rousakis – O’Melveny & Myers LLP; Andrew Dolak – O’Melveny & Myers LLP; Tom Oslovar – O’Melveny & Myers LLP; Sung Pak – O’Melveny & Myers LLP; Kenneth Wolff – Skadden Arps Slate Meager & Flom; June Dipchand – Skadden Arps Slate Meager & Flom; John Alessi – Skadden Arps Slate Meager & Flom; Paul Schockett – Skadden Arps Slate Meager & Flom; Erica Schohn – Skadden Arps Slate Meager & Flom; Dmitriy Chelnitsky – Skadden Arps Slate Meager & Flom; David Kitchen – Skadden Arps Slate Meager & Flom;