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 LETTER TO CUSTOMERS -
VIA EMAIL - 10-6-09]
As a
valued customer of Merix, I’m writing to inform you of some exciting
news. Today, we announced we have entered into a definitive agreement
to merge with Viasystems, a leading worldwide provider of complex multi-layer
printed circuit boards and electro-mechanical
solutions. Viasystems’ PCB factories are located in southern
China, not too far from Merix’ Huiyang and Huizhou factories.
Through
this merger we’re creating a world-class leader in printed circuit board (PCB)
and related electro-mechanical solutions, with a complementary match up of
market segments, customers and manufacturing capabilities
Both
Merix and Viasystems have defined, yet complementary, core competencies that
will enable the combined organization to provide all of our customers with a
complete spectrum of services and technology for both quick turn and volume PCB
manufacturing in Asia and North America, two key geographic
regions.
We
believe this is an excellent strategic fit and offers our customers an even more
compelling solution that uniquely validates, accelerates and adds scale to the
“value proposition” that Merix has been building for several
years. We expect our customers will benefit substantially from the
combination of our technology-driven businesses.”
Benefits
of the transaction
·
|
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.
|
These are
two successful, innovative organizations with one mission: To meet the rapidly
changing needs of our customers. By leveraging the diversified
operations and employee skill sets of both organizations, this combined company
is well positioned in a recovering industry. We’re confident in our
plan to integrate our businesses and unlock tremendous value - creating
opportunities for all of our customers - with a financially stronger, more
competitive enterprise.
The
merger, which needs to be approved by our shareholders, is expected to be
completed by the end of calendar year 2009.
One
element that hasn’t changed is our mission to serve you. All current
relationships remain in tact and all production schedules remain
unchanged. As always, your customer relationship manager/sales
representative is your best source of information and updates. You should hear
from them shortly. In the meantime, I am attaching a copy of the news
release announcing this merger, and welcome your feedback.
Also, we
invite you to participate in a joint conference call with customers and
suppliers to learn more about this proposed merger. The call will
take place on Wednesday, October 7 at 7:00 a.m. PT (9:00 a.m. CT). To
access the call, please dial (612) 326-0027 and use conference I.D.
118361.
On behalf
of the entire Merix team, we thank you for being a loyal customer and we look
forward to exploring the possibilities this merger brings to your
business.
Sincerely,
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
communication 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 stockholders.
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.
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’ 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 Viasystems and Merix will
file with the SEC when it becomes available.
U.S. Internal Revenue
Service (IRS) Circular 230 Notice
: To ensure compliance with requirements
imposed by the IRS, we inform you that any U.S. tax advice contained in this
communication (including any attachments) is not intended or written to be used,
and cannot be used, for the purpose of (i) avoiding penalties under the U.S.
Internal Revenue Code or (ii) promoting, marketing or recommending to another
party any transaction or matter addressed herein.
Merix (MM) (NASDAQ:MERX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Merix (MM) (NASDAQ:MERX)
Historical Stock Chart
From Jul 2023 to Jul 2024