TTM TECHNOLOGIES INC 8-KCurrent Reports (8-K / ad hoc)

Business

Item 1.01. Entry Into a Material Definitive Agreement. Purchase Agreement On August 15, 2026, TTM Technologies, Inc., a Delaware corporation (the “ Company ”), TTM Technologies North America, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (the “ Buyer ”), EDS Intermediate Holding, LLC, a Delaware limited liability company (“ Epiq Solutions ”), and EDS TopCo, LP, a Delaware limited partnership (the “ Seller ”), entered into a definitive securities purchase agreement (the “ Purchase Agreement ”) pursuant to which the Buyer agreed to purchase from the Seller all of the issued and outstanding membership interests of Epiq Solutions for a purchase price of $1,100,000,000 in cash (the “ Purchase Price ”), subject to customary working capital and certain other adjustments (the “ Acquisition ”). The Acquisition has been unanimously approved by the board of directors of the Company. Pursuant to the Purchase Agreement, the Company has guaranteed the payment and performance obligations of the Buyer under the Purchase Agreement, including the obligation of Buyer to pay the Purchase Price (the “ Parent Guarantee ”), and the Company is a party to the Purchase Agreement solely for the limited purpose of providing the Parent Guarantee. Consummation of the Acquisition is subject to the satisfaction of certain conditions, including (i) expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and (ii) the absence of any order or injunction restraining or prohibiting the consummation of the Acquisition. The Buyer’s obligation to consummate the transactions contemplated by the Purchase Agreement is also subject to, among other things, (i) the accuracy of representations and warranties of the Seller and Epiq Solutions set forth in the Purchase Agreement, (ii) compliance with covenants of the Seller and Epiq Solutions set forth in the Purchase Agreement, and (iii) the absence of a Material Adverse Effect (as defined in the Purchase Agreement) after the date of the Purchase Agreement. The parties to the Purchase Agreement (other than the Company) have made to each other certain representations and warranties, and have agreed to certain covenants and agreements, including with respect to cooperation, regulatory approvals, the Buyer’s financing of the Acquisition, the