- Filing of certain prospectuses and communications in connection with business combination transactions (425)
October 13 2009 - 11:49AM
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. 1-33752
Ladies
and Gentlemen,
I realize
that the news last week regarding our pending merger with ViaSystems has caused
a great deal of conversation in the hallway and I am sure at home. I wanted to
make sure we were very clear regarding the how we need to conduct ourselves over
the next 60 to 90 days. I want to start by reminding you that ViaSystems and
Merix Corporation are still competitors and will continue to be until this
transaction is finished. Remember, our shareholders can still say they do not
support this merger in which case the merger will not occur. Here are some
simple guidelines I would like you to follow until you hear from me that the
merger is complete:
Ø
Therefore,
there can
not
be any discussions with ViaSystems , their representatives (sales people,
lawyers, etc…), suppliers, and customers about any information we consider
proprietary or confidential. If you are asked to supply any information please
notify me directly!
Ø
In
our day to day decisions, we need to run the business for Merix; not the new
combined Company. Do not try to second guess how the combined company will
change your role! There is no merger until you hear it from me!!!
Ø
Focus
on doing what you do best…building great circuit boards for Merix
Corporation!
While I
do believe this merger is a great opportunity for all involved, it has not
happened yet!
Best
Regards,
Michael
Burger
President
and CEO
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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