Viasystems and Merix Complete Merger
February 16 2010 - 5:57PM
Business Wire
Viasystems Group, Inc. (NASDAQ:VIAS) today completed a merger
with Merix Corporation, forming an industry leader in printed
circuit boards (PCBs) and electro-mechanical solutions. The
companies had announced on October 6, 2009 their intention to
merge.
The combined company will go forward under the name Viasystems
Group, Inc. and will maintain its headquarters in St. Louis,
Missouri. Viasystems is newly listed on the NASDAQ Global Market
under the ticker VIAS and expects trading in its shares to begin
tomorrow, February 17.
“Viasystems is a world-class leader in PCB fabrication and
related electro-mechanical solutions,” said David M. Sindelar,
Chief Executive Officer of Viasystems. “With the addition of Merix,
we now have the capability to manufacture high layer count PCBs
using leading-edge technology in both North America and Asia. In
addition, the combined company now has the ability to respond
better to the rapid prototyping and quick-turn requirements of our
customers globally. This portfolio of capabilities enables us to
expand our service offerings to customers of both Viasystems and
Merix and provides an opportunity for growth with existing and new
customers.”
Based on the results for the twelve months ended
December 31, 2009 for Viasystems and November 28, 2009
for Merix, on a pro forma basis, the combined operation would have
had approximately $745 million of revenue. The Company expects
that annual cost synergies of approximately $20 million can be
achieved through steps initiated within the next 60 days.
Viasystems has approximately 20 million shares of common
stock. Shareholders of Merix Corporation (NASDAQ:MERX) received
approximately 0.11 shares of Viasystems for each share of
Merix, altogether approximately 2.5 million Viasystems shares
or 12.5 percent of the equity. Holders of 98 percent of
the Merix convertible debentures received, in the aggregate,
$35 million cash and approximately 1.4 million Viasystems
shares or 7.0 percent of the equity. The prior Viasystems
common and preferred stockholders hold approximately
80.5 percent of the combined company as of the closing.
Viasystems expects to adopt all the governance and reporting
standards applicable to widely held public companies under the
NASDAQ Listing Standards, including maintaining a board of
directors composed of a majority of independent directors and the
establishment of independent audit, compensation and nominating
committees.
Revolving Credit Facility
In conjunction with the merger, Viasystems entered into a
$75 million asset-based revolving credit agreement with Wells
Wachovia. There are no borrowings under the facility.
Appointment of Board Members
Three members of the Merix Board of Directors have been
appointed to the Board of Directors of Viasystems, in accordance
with provisions of the Merger Agreement. They are Mr. Michael D.
Burger, former President and Chief Executive Officer of Merix; Ms.
Kirby A. Dyes, a former Director of Merix; and Mr. William C.
McCormick, former Chairman of the Merix Board of Directors. Mr.
Burger will not have a management role in Viasystems. One member of
the Viasystems Board of Directors, Ms. Diane H. Gulyas, has
resigned from the Board. The Viasystems Board now consists of 12
members, in accordance with the Merger Agreement.
About Viasystems Group, Inc.
Viasystems is a worldwide provider of complex multi-layer, rigid
printed circuit boards (PCBs) and electro-mechanical solutions (E-M
Solutions). Its PCBs serve as the “electronic backbone” of many
kinds of electronic equipment, and its E-M Solutions products and
services integrate PCBs and other components into electronic
equipment, including metal enclosures, cabinets, racks and
sub-racks, backplanes, cable assemblies and busbars. Viasystems’
13,000 employees in North America and Asia serve more than 800
customers in the automotive, telecommunications, computer and data
communications, industrial and instrumentation, and defense and
aerospace markets. For additional information about Viasystems,
please visit the Company’s website at www.viasystems.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. These statements are made
on the basis of the current beliefs, expectations and assumptions
of the management of Viasystems 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.
Viasystems 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: any actions taken by the
Company including but not limited to, restructuring or strategic
initiatives (including capital investments or asset acquisitions or
dispositions), developments beyond the Company’s 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 under the heading “Item
1A. Risk Factors,” in the Form S-4 filed by Viasystems with the SEC
on December 29, 2009, and in Viasystems’ other filings made
from time to time with the SEC and available at the SEC’s website,
www.sec.gov.
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