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 EMAIL TO EMPLOYEES ON FEBRUARY 8,
2010
Today, our shareholders
approved the merger of Merix and Viasystems. This is exciting news as it
moves us one step closer to significantly expanding our
business
The merger gives us a
more
comprehensive industry foothold and expands our customer base.
Viasystems and Merix were
complementary
companies – and together we have created a new, world-class
company. As we have stated all along, we expect the impact to be minimal
for our company employees and even less – if any – at our plants.
The Merix management team
and I believe the combination of Merix and Viasystems presents a terrific
opportunity for our employees, customers, suppliers and investors.
With 13,000 employees primarily in North America and Asia, the new company
will be well-positioned for growth in 2010.
Our value proposition has
been our ability to offer quick turn to volume production capabilities across a
wide technology spectrum on a global scale. This proposition has
been embraced by our growing customer base in both North America and Europe. The
merger represents the validation of our value proposition while accelerating our
vision by at least three years.
What’s next?
For Merix, it is still
business as usual. Our customers are our top priority, and we should all stay
focused on serving them in the exceptional way to which they have become
accustomed.
For Viasystems, the next
step is to file for approval of the merger with the state of Oregon. This
approval is expected in the coming days, after which, the merger will be
officially completed.
On behalf of the entire
Merix management team, thank you for all that you do for our
company.
You have helped make us
the successful company we are today.
Michael Burger
Chief Executive
Officer
Merix Corporation
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.