Merix Announces Shareholder Approval of Merger
09 February 2010 - 5:30AM
Marketwired
Merix Corporation (NASDAQ: MERX) is pleased to announce that its
shareholders voted today to approve the previously-announced merger
of Merix and Viasystems Group, Inc. After completion of the merger,
Merix will become a wholly-owned subsidiary of Viasystems. The
merger remains subject to customary closing conditions and is
expected to close in the next few days.
"We are pleased to announce our shareholders' approval of the
merger with Viasystems," said Michael D. Burger, CEO of Merix.
"Viasystems and Merix have complementary core competencies that
will enable the combined organization to provide customers with a
complete spectrum of services and technology for both quick-turn
prototyping and high volume PCB manufacturing in both Asia and
North America. We believe the completion of this merger will create
tremendous value, providing opportunities for employees, customers
and shareholders."
About Merix
Merix is a leading manufacturer of technologically advanced,
multilayer, rigid printed circuit boards for use in sophisticated
electronic equipment. Merix provides high-performance materials,
quick-turn prototype, pre-production and volume production services
to its customers. Principal markets served by Merix include
communications and networking, computing and peripherals, test,
industrial and medical, defense and aerospace, and automotive end
markets in the electronics industry. Additional corporate
information is available on the internet at www.merix.com.
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 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. Merix undertakes no 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
proxy statement/prospectus filed on January 4, 2010 under the
heading "Risk Factors," Merix' Quarterly Report on Form 10-Q for
the quarter ended November 28, 2009, filed with the SEC on January
5, 2010 under the heading "Item 1A. Risk Factors," and in the
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 have or will file relevant materials with the
SEC. Viasystems has filed 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 because it will contain important information. The
proxy statement/prospectus and other documents that have been 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' 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
preliminary proxy statement/prospectus included in the registration
statement on Form S-4 that Viasystems has filed and any amendments
to the preliminary proxy statement/prospectus that Merix or
Viasystems may file with the SEC.
Merix Investor Relations Contact: Allen Muhich 503.716.3700
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