- Filing of certain prospectuses and communications in connection with business combination transactions (425)
February 09 2010 - 5:27PM
Edgar (US Regulatory)
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
- February 9, 2010
To
Our Valued Customers:
I
am pleased to inform you, our valued customer, that yesterday the shareholders
of Merix Corporation approved our merger with Viasystems Group,
Inc. We expect that the transaction will be completed
shortly.
As
we stated in October when we announced our plans to merge, this business
combination creates a powerful, world-class company with a great match-up of
complementary capabilities in the fabrication of Printed Circuit Boards
(PCBs). The merger brings together industry-leading PCB technology
and quick-turn capabilities in North America and Asia to help speed your
products to market, with extensive manufacturing capacity to serve
you. It also brings together a strong executive management team and
world-class engineering and technical support resources. We expect
that many of our customers will be interested in Viasystems’ Electro-Mechanical
Solutions, which include assembly of complex backplanes, custom metal
fabrication, and finished product assembly.
Viasystems
and Merix share a focus on quality products and services and speed-to-market for
you. Our employees are eager to work with you to be your best and
most complete business partner. As always, your customer relationship
manager/sales representative is your best source of information and
updates.
On
behalf of the Merix team, thank you for being our loyal customer.
Sincerely,
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.
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