Merix Announces Shareholder
Approval of Merger
BEAVERTON,
OR, February 8, 2010 - 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.