TTM Technologies, Inc., North America's largest PCB manufacturer, announced that the Committee on Foreign Investment in the United States (CFIUS) has completed its review of the proposed acquisition by TTM Hong Kong Limited, a wholly owned subsidiary of the company, of certain indirect wholly owned subsidiaries of Meadville Holdings Limited engaged in PCB operations. CFIUS has informed the company that there are no unresolved national security concerns for this acquisition. The company and Meadville had previously voluntarily filed a notice for CFIUS's review.

A portion of the company's business consists of manufacturing defense and defense-related items for various departments and agencies of the U.S. government, including the U.S. Department of Defense, which requires that the company maintain facility security clearances under the National Industrial Security Program (NISP). As a result of acquiring the PCB Subsidiaries, a certain foreign shareholder will hold a significant minority equity interest in the company. The NISP requires that a corporation maintaining a facility security clearance take steps to mitigate foreign ownership, control or influence, referred to as "FOCI."

After closing the acquisition of the PCB Subsidiaries, the company expects that it will enter into a Special Security Agreement (SSA) with the U.S. Department of Defense pertaining to its corporate governance and operations. The company expects that the SSA may contain terms relating to, among other things, the following: 

• Board Composition -- The company's board will include three persons, referred to as "Outside Directors," who have strong national security qualifications and no prior relationship with the company or its significant foreign shareholder. The Outside Directors may not be removed (subject to limited exceptions) without prior notice to and the written approval of the U.S. Defense Security Service. Another new member of the board will be a representative of the company's significant foreign shareholder. That director will not have access to classified information or vote on the company's participation in classified programs.
  
• Quorum for Board Action -- A majority of the members of the company's board, including at least one Outside Director, would be required for the company's board to take action.
  
• Appointment of Government Security Committee -- The company's board would appoint a Government Security Committee comprised of Outside Directors and directors who are officers of the company, each of whom must be a U.S. resident citizen with a security clearance. The Government Security Committee would be responsible for ensuring that the company maintains appropriate policies and procedures to safeguard the classified and export-controlled information in the Company's possession, and to ensure that the company complies with applicable laws and agreements.