UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 6, 2009
Merix
Corporation
(Exact
name of registrant as specified in its charter)
|
Oregon
|
0-23818
|
93-1135197
|
|
(State
or other jurisdiction
of
incorporation)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
|
|
|
|
15725
SW Greystone Court
Suite
200
Beaverton,
Oregon
|
|
97006
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code: (503) 716-3700
N/A
(Former
name or former address if changed since last report.)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
x
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material
Definitive Agreement.
On
October 6, 2009, Merix Corporation, an Oregon corporation (“Merix”), entered
into an Agreement and Plan of Merger (the “Merger Agreement”), by and among
Merix, Viasystems Group, Inc., a Delaware corporation, (“Viasystems”), and Maple
Acquisition Corp., an Oregon corporation and wholly owned subsidiary of
Viasystems (“Merger Sub”), pursuant to which Merger Sub will merge with and into
Merix, with Merix as the surviving corporation and a wholly owned subsidiary of
Viasystems (the “Merger”).
Pursuant
to the terms of the Merger Agreement, at the effective time of the Merger, each
issued and outstanding share of Merix common stock, no par value, will be
converted into the right to receive the number of validly issued, fully paid and
nonassessable shares of common stock, par value $.01 per share, of Viasystems
equal to the Exchange Ratio, subject to adjustment in accordance with the Merger
Agreement. “Exchange Ratio” means a fraction (i) the numerator of
which is equal to 2,500,000 shares and (ii) the denominator of which is equal to
the number of shares of Merix common stock that is issued and outstanding as of
the effective time of the Merger. Assuming that the number of shares
of Merix common stock that is issued and outstanding today represents the number
of shares of common stock that will be issued and outstanding at the effective
time of the Merger, then the Exchange Ratio would equal approximately
0.11559034. No fractional shares of common stock of Viasystems will
be issued in the Merger.
During
the 30-day period prior to the consummation of the Merger, each holder of
outstanding options to purchase Merix common stock granted under Merix’s stock
plans, except for certain options held by directors, will have the opportunity
to exercise his or her options upon payment of the exercise price or on a “net
cashless exercise” basis. Each option unexercised at the time of the
consummation of the Merger will be cancelled. In addition, each
unvested restricted stock unit or share of restricted stock issued by Merix,
except for certain restricted stock awarded to directors, will automatically
vest and be converted into validly issued, fully paid and nonassessable shares
of common stock of Viasystems at the Exchange Ratio.
Merix and
Viasystems have made certain customary representations, warranties and covenants
in the Merger Agreement, including, among others, covenants to (i) conduct their
respective businesses in the ordinary course consistent with past practices
during the interim period between the execution of the Merger Agreement and the
consummation of the Merger, and (ii) use their reasonable best efforts to take
any action necessary or advisable to cause the conditions to the consummation of
the Merger to be satisfied as promptly as practicable. In addition,
Merix has agreed not to solicit, initiate or knowingly encourage any inquiries
or proposals that constitute or may reasonably be expected to lead to a takeover
proposal, participate in any discussion or negotiations with any third party
regarding any takeover proposal, or enter into any agreement related to any
takeover proposal, subject to certain exceptions.
Completion
of the Merger is subject to various customary closing conditions, including, but
not limited to, (i) approval and adoption of the Merger Agreement by
Merix’s shareholders, (ii) the absence of any order or injunction prohibiting
the consummation of the Merger, (iii) the accuracy of the representations and
warranties of each party, (iv) obtaining clearance under the
Hart-Scott-Rodino Antitrust Improvements Act, and (v) declaration of
effectiveness by the Securities and Exchange Commission (the “SEC”) of the
Registration Statement on Form S-4 to be filed by Viasystems. The
Merger Agreement also requires Viasystems to have received proceeds from a debt
facility, for which Viasystems has received a commitment, to finance the
transactions contemplated by the Merger Agreement. Consummation of
the Merger is also conditioned upon the closing of the note exchange transaction
in which holders of approximately 98% of Merix’s 4% senior subordinated notes
due 2013 will exchange their notes for approximately 1.4 million shares of
Viasystems common stock, plus a total cash payment of approximately $35
million.
The
Merger Agreement contains certain termination rights for each of Viasystems and
Merix, including Merix’s right to terminate the Merger Agreement under certain
circumstances to pursue an unsolicited superior proposal. In
addition, the Merger Agreement provides that upon termination of the Merger
Agreement under specified circumstances, including termination by Merix to
pursue an unsolicited superior proposal, Merix is required to pay Viasystems a
termination fee of $1,300,000, plus certain expenses of Viasystems in total not
exceeding $3,900,000.
The board
of directors of Merix unanimously approved the Merger Agreement and determined
that the Merger Agreement and the Merger were advisable, fair to and in the best
interest of Merix and its shareholders.
The board also approved
an amendment (the “Rights Agreement Amendment”) to the Rights Agreement, dated
October 16, 2007 between Merix and American Stock Transfer & Trust Company,
LLC, as Rights Agent. A copy of the form of Rights Agreement
Amendment is attached as Exhibit 4.1 hereto.
The
foregoing description of the Merger Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Merger
Agreement, a copy of which is attached hereto as Exhibit 2.1 and
incorporated herein by reference. A joint press release, issued on October 6,
2009, announcing the signing of the Merger Agreement, is attached as
Exhibit 99.1 hereto and is incorporated herein by reference.
The
Merger Agreement has been included to provide investors and security holders
with information regarding its terms. It is not intended to provide
any other factual or financial information about Viasystems, Merix, or their
respective subsidiaries and affiliates. The representations,
warranties and covenants contained in the Merger Agreement were made only for
purposes of that agreement and as of specific dates; were solely for the benefit
of the parties to the Merger Agreement; may be subject to limitations agreed
upon by the parties, including being qualified by confidential disclosures made
for the purposes of allocating contractual risk between the parties to the
Merger Agreement instead of establishing these matters as facts; and may be
subject to standards of materiality applicable to the contracting parties that
differ from those applicable to investors. Investors should not rely
on the representations, warranties and covenants or any description thereof as
characterizations of the actual state of facts or condition of Viasystems,
Merger Sub or Merix or any of their respective subsidiaries or
affiliates. Moreover, information concerning the subject matter of
the representations, warranties and covenants may change after the date of the
Merger Agreement, which subsequent information may or may not be fully reflected
in public disclosures by Viasystems and Merix. The Merger Agreement
should not be read alone, but should instead be read in conjunction with the
other information regarding the companies and the Merger that will be contained
in, or incorporated by reference into, the proxy statement/prospectus that the
parties will be filing in connection with the Merger, as well as in the other
filings that each of Viasystems and Merix make with the SEC.
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 SEC. Viasystems will file 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 when it becomes
available, because it will contain important information.
The proxy
statement/prospectus and other documents that 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 proxy statement/prospectus
Viaystems and Merix will file with the SEC when it becomes
available.
Forward-looking
Statements
Certain
statements in this document 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 Viasystems and 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. Neither Viasystems nor Merix undertakes any 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 Annual Report on Form 10-K of Viasystems, Inc. for the year ended
December 31, 2008, which was filed with the Securities and Exchange Commission
(“SEC”) on March 30, 2009, under the heading “Item 1A. Risk Factors” and in the
Annual Report on Form 10-K of Merix for the year ended May 30, 2009, which was
filed with the SEC on July 30, 2009, under the heading “Item 1A. Risk Factors,”
and in each company’s other filings made with the SEC available at the SEC’s
website, www.sec.gov.
Item 9.01. Financial Statements
and Exhibits.
(d)
Exhibits.
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger, dated as of October 6, 2009, by and among Merix
Corporation, Viasystems Group, Inc., and Maple Acquisition
Corp.
|
|
4.1
|
|
Amendment
No. 1 to Rights Agreement, dated as of October 6, 2009, between Merix
Corporation and American Stock Transfer & Trust Company,
LLC.
|
|
99.1
|
|
Joint
press release of Merix Corporation and Viasystems Group, Inc. dated
October 6, 2009.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
|
|
|
|
|
Merix
Corporation
(Registrant)
|
|
Date:
October 6, 2009
|
By:
|
/s/ Kelly E. Lang
|
|
|
|
Kelly
E. Lang
|
|
|
|
Executive
Vice President, Finance and
Chief
Financial Officer
|
EXHIBIT
INDEX
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
|
2.1
|
|
Agreement
and Plan of Merger, dated as of October 6, 2009, by and among Merix
Corporation, Viasystems Group, Inc., and Maple Acquisition
Corp.
|
|
4.1
|
|
Amendment
No. 1 to Rights Agreement, dated as of October 6, 2009, between
Merix Corporation and American Stock Transfer & Trust Company,
LLC.
|
|
99.1
|
|
Joint
press release of Merix Corporation and Viasystems Group, Inc. dated
October 6, 2009.
|
Merix (MM) (NASDAQ:MERX)
Historical Stock Chart
Von Okt 2024 bis Nov 2024
Merix (MM) (NASDAQ:MERX)
Historical Stock Chart
Von Nov 2023 bis Nov 2024
