- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 07 2009 - 6:09AM
Edgar (US Regulatory)
Filed By
Merix Corporation
Pursuant
to Rule 425 Under the Securities Act of 1933
And
Deemed Filed Pursuant to Rule 14a-12
Under the
Securities Exchange Act of 1934
Subject
Company: Merix Corporation
Commission
File No. 000-23818
[Merix
Corporation Employee Letter - VIA EMAIL - October 6, 2009]
We have
some exciting news to share and wanted you to be among the first to know –
moments ago, we announced a definitive agreement to merge with Viasystems Group,
a leading worldwide provider of complex multi-layer printed circuit boards and
electro-mechanical solutions to original equipment manufacturers.
Big news
always creates a little apprehension – and I want to ease some of those feelings
by sharing some initial information with you.
We are
entering into this merger because we believe that Viasystems and Merix are
complementary
companies – and together we will create a world-class company.
Merix
drove a process over the last several quarters that lead us to this announcement
today. We looked at a number of options that would dramatically move our company
forward. We believe the combination of Merix with Viasystems is the best
possible option.
This
merger validates our value proposition, which is embraced by our growing
customer base globally, while accelerating our vision by at least three
years.
Based on
the results for the twelve months ended June 30, 2009 for Viasystems and August
29, 2009 for Merix, on a pro forma basis, the combined operation will have
approximately $840 million of revenue and result in the largest publicly traded
PCB manufacturer in the United States by revenue -- with 13,000 employees
primarily in North America and Asia at the end of calendar year
2009.
Both Viasystems and Merix have well
defined, yet complementary, core competencies that will enable the combined
organization to provide customers with a unique and complete spectrum of
services and technology for both quick turn and volume PCB manufacturing in Asia
and North.
There are
a number of reasons why we are confident this move will be good for our
business. For example:
·
Merix’
facilities will offer Viasystems’ 125 customers complex PCB production in the
U.S., including quick-turn and prototyping capabilities that they do not have
today.
·
Merix’
facilities and capabilities in the U.S. will offer Viasystems the opportunity to
access the growing Aerospace and Defense industry.
·
Viasystems
provides Merix’ 800 customers with expanded scale of Asian-based high-volume,
quick-turn and HDI printed circuit board manufacturing capabilities, as well as
new electro-mechanical solutions.
·
The
merger creates a large and diversified customer base – among the top 10
customers of both companies, only three overlap.
·
The
combination will benefit from complementary technologies, a strong combined
management team and a shared focus on reliability and quality, resulting in a
stronger company that is more competitive in the marketplace.
In short
-- this deal creates a more complete offering for our customers that will grow
our business.
This is
an exciting time and I know many of you are wondering what is next. From a
merger process standpoint, the transaction needs to be approved by our
shareholders. We anticipate it will be completed by the end of this calendar
year 2009.
Right
now, I can’t stress enough how important is to maintain our focus and keep our
customers as our top priority. Keep serving them in the exceptional way you
always have. Please don’t find yourself distracted by this move – and if you
have questions or concerns, voice them instead of stewing over it or making
assumptions. Please talk to your supervisor if you have any questions or
concerns. And, our intranet will be a great resource for you throughout the
merger and we will be posting information there regularly.
On behalf
of the entire Merix management team, thank you for all that you do for
Merix.
Michael
Burger
Chief
Executive Officer
Merix
Corporation
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 Viasystems and Merix separately and as a
combined entity; the timing and consummation of the proposed merger transaction;
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 Viasystems
and Merix regarding future events and are subject to significant risks and
uncertainty. Investors are cautioned not to place undue reliance on any such
forward-looking statements, which speak only as of the date they are made.
Neither Viasystems nor Merix undertakes any obligation to update or revise these
statements, whether as a result of new information, future events or
otherwise.
Actual
results may differ materially from those expressed or implied. Such differences
may result from a variety of factors, including but not limited
to: legal or regulatory proceedings or other matters that affect the
timing or ability to complete the transactions as contemplated; the possibility
that the expected synergies from the proposed merger will not be realized, or
will not be realized within the anticipated time period; the risk that the
businesses will not be integrated successfully; the possibility of disruption
from the merger making it more difficult to maintain business and operational
relationships; the possibility that the merger does not close, including but not
limited to, due to the failure to satisfy the closing conditions; any actions
taken by either of the companies, including but not limited to, restructuring or
strategic initiatives (including capital investments or asset acquisitions or
dispositions), developments beyond the companies’ 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 Viasystems, Inc. for the year ended
December 31, 2008, which was filed with the Securities and Exchange
Commission (“SEC”) on March 30, 2009, under the heading “Item 1A. Risk Factors”
and in the Annual Report on Form 10-K of Merix for the year ended May 30,
2009, which was filed with the SEC on July 30, 2009, under the heading
“Item 1A. Risk Factors,” and in each company’s other filings made with the SEC
available at the SEC’s website, www.sec.gov.
Important Merger Information and
Additional Information
This document does not constitute an offer to
sell or the solicitation of an offer to buy any securities or a solicitation of
any vote or approval. In connection with the proposed transaction, Viasystems
and Merix will file relevant materials with the SEC. Viasystems will file
a Registration Statement on Form S-4 that includes a proxy statement of Merix
and which also constitutes a prospectus of Viasystems. Merix will mail the
proxy statement/prospectus to its shareholders.
Investors are urged to read the proxy
statement/prospectus regarding the proposed transaction when it becomes
available, because it will contain important information.
The proxy
statement/prospectus and other documents that will be filed by Viasystems and
Merix with the SEC will be available free of charge at the SEC’s website,
www.sec.gov, or by directing a request when such a filing is made to Merix
Corporation, 15725 SW Greystone Court, Suite 200, Beaverton Oregon 97006,
Attention: Investor Relations or by directing a request when such a filing is
made to Viasystems Group, Inc., 101 South Hanley Road, Suite 400, St. Louis,
Missouri 63105, Attention: Investor Relations.
Participants in
Solicitation
Viasystems, Merix, their respective directors
and certain of their executive officers may be considered participants in the
solicitation of proxies in connection with the proposed transaction.
Information about the directors and executive officers of Merix is set forth in
Merix’s definitive proxy statement, which was filed with the SEC on August 26,
2009. Information about the directors and executive officers of Viasystems
is set forth in the Form 10-K of Viasystems, Inc., which was filed with the SEC
on March 30, 2009. Investors may obtain additional information regarding
the interests of such participants by reading the proxy statement/prospectus
Viaystems and Merix will file with the SEC when it becomes available.
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