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 SUPPLIERS -
VIA EMAIL - 10-6-09]
As a
valued supplier to Merix, I want to inform you of some exciting
news. Today, we entered into an agreement to merge with Viasystems, a
leading worldwide provider of complex multi-layer printed circuit boards (PCB)
and electro-mechanical solutions.
One
element that won’t change, post-merger, is our desire to continue to purchase
materials and services as well as components from you as a valued supplier of
ours.
We will
continue to order materials and components based on purchase orders, forecasts
and demand patterns of our customers, working with you and all of our suppliers
to develop just-in-time supply systems that reduce inventory-carrying,
transportation and other logistics costs.
Through
this merger we’re creating a world-class leader in 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 partners and
customers with a complete spectrum of services and technology for both quick
turn and volume PCB manufacturing in Asia and North America.
These are
two successful, innovative organizations with one mission: To meet the rapidly
changing needs of our partners and 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 partners and customers - with a
financially stronger, more competitive enterprise.
The
merger is expected to be completed by the end of calendar year 2009 once
approved by our shareholders.
On behalf
of the entire Merix team, we thank you for your commitment and we look forward
to exploring the possibilities this merger brings to your business. As always,
your Merix supply chain/purchasing representative is your best source of
information and updates. You should hear from them shortly. In the
meantime, I welcome your calls and thoughts on this announcement.
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.
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 thx`e 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, AttentionInvestor 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.
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