Filed By
Merix Corporation
Pursuant
to Rule 425 Under the Securities Act of 1933
And
Deemed Filed Pursuant to Rule 14a-6
Under the
Securities Exchange Act of 1934
Registration
Statement No. 333-163040
Subject
Company: Merix Corporation
Commission
File No. 001-33752
Via
US Mail
NOTICE
TO PARTICIPANTS OF
THE
MERIX CORPORATION 401(k) PROFIT SHARING PLAN
January
15, 2010
Dear Plan
Participant:
The Merix
Corporation Special Meeting of Shareholders will be held on February 8, 2010.
You should have recently received proxy materials relating to your shares held
in the Merix Corporation Stock Fund (the “Company Stock Fund”) in the
Merix Corporation 401(k)
Profit Sharing Plan (the “Plan”). These materials included a proxy
statement, which included important information about Merix Corporation
(“Merix”) and its proposed merger with Viasystems Group, Inc. (“Viasystems”),
and a proxy card. Please carefully review this notice and those
materials. This notice relates only to shares of Merix common stock
allocable to your account under the Plan. This notice does not relate
to other shares you may own outside of the Plan.
As a
participant in the Plan, you are encouraged to direct Vanguard Fiduciary Trust
Company (“Vanguard”), the trustee of the Plan, to vote the shares of Merix
common stock allocable to your Plan account.
Using the control number located on the
proxy card you should have recently received, you may vote by telephone
toll-free at 1-800-690-6903 or on the Internet at
http://www.proxyvote.com.
You may also vote by mailing your
completed, signed, and dated proxy card in the reply envelope that was included
previously with your proxy materials.
Your voting instructions must be
received by the proxy tabulator, Broadridge, by the “Plan Deadline,” which is
11:59 P.M. Eastern time on February 3, 2010.
If you wish to
change your vote (and revoke previous instructions) you may do so at any time
prior to the Plan Deadline. Your voting instructions will be applied
to the Merix Corporation shares allocable to your Plan account at the close of
business on the record date, December 24, 2009.
Please
note that the terms of the Plan provide that Vanguard will vote the shares of
Merix common stock allocated to your Plan account (as a result of your
investment in the Company Stock Fund) as you direct by timely
voting. If your voting instructions are not received by the proxy
tabulator by the Plan Deadline, you will be treated as directing Vanguard to
abstain from voting the shares of Merix common stock allocable to your Plan
account, unless to do so would be inconsistent with Title I of the Employee
Retirement Income Security Act of 1974 (“ERISA”).
All
voting instructions received by Vanguard from individual participants will be
held in confidence and will not be divulged to any person, including Merix,
Viasystems, and any of their respective directors, officers, employees or
affiliates.
If
the proposed merger of Merix and Viasystems is approved, regardless of how you
vote in the proxy, all shares of Merix common stock in the Company Stock Fund
will be exchanged for shares of Viasystems common stock, following the close of
the merger. A new Viasystems company stock fund will then replace the
Company Stock Fund in the Plan. You recently received a notice
informing you of a freeze on the Company Stock Fund due to the expected merger
(the “Blackout Notice”). You can determine if the freeze has begun or ended by
calling a
Vanguard Participant Services associate Monday through Friday from
5:30 a.m. to 6 p.m., Pacific time, at (800)
523-1188.
To clarify the Blackout Notice, during
the freeze, you won’t be able to:
·
Move
money into or out of the Merix Stock Fund.
·
Change
which funds within the Merix Stock Fund you invest your
money in.
·
Change
how much of each paycheck you invest in the Merix Stock Fund.
In
addition, more generally, during the freeze, you won’t be able to take the
following actions with respect to your account:
·
Change
the address on your account.
·
Request
a loan.
·
Make
unscheduled loan payments.
·
Request
withdrawals or distributions.
Please
contact Vanguard if you wish to make any changes to your Company Stock Fund
investment prior to the freeze as specified in the Blackout
Notice. Keep in mind, however, that if you exchange out of the
Company Stock Fund you cannot exchange back into the Company Stock Fund and any
shares allocable to your Plan account that you exchange out will not receive any
Viasystems shares in connection with the proposed merger.
All
proxy solicitation materials are available at www.sec.gov. If you have questions
regarding the proxy materials or the proposed merger you may call The Proxy
Advisory Group, LLC, Merix’s proxy solicitor, toll-free at (888)
-
337-7699. If you have questions about how to provide voting
instructions to Vanguard, or about your Plan account, please contact Vanguard
Participant Services at (800) 523-1188 weekdays from 8:30 a.m. to 9:00 p.m.
Eastern time, or log onto your account at www.vanguard.com.
Sincerely,
Vanguard
Fiduciary Trust Company
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 Securities and Exchange Commission (the
“SEC”). Viasystems has filed, and the SEC has declared effective, 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
definitive proxy statement/prospectus regarding the proposed transaction because
it contains important information.
The definitive proxy
statement/prospectus and other documents that have or 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 definitive proxy
statement/prospectus Merix filed with the SEC on January 4, 2010.