Viasystems & Merix to merge

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 Asia and North America. Major Terms of the Agreement - Each Merix share will be converted into approximately 0.11 newly issued shares of Viasystems, subject to adjustment, which will be publicly traded on the NASDAQ upon completion of the transaction. - Approximately 98% of holders of Merix $70 million convertible senior subordinated notes due 2013 have agreed to enter into an exchange agreement whereby their notes will be exchanged for approximately 1.4 million newly issued Viasystems shares plus a total cash payment of approximately $35 million. - Following the merger transaction and note exchange, approximately 20 million newly issued Viasystems shares will be outstanding. - Existing Viasystems shareholders will own approximately 80.5% of the combined company, existing Merix shareholders will own approximately 12.5% and Merix convertible note holders will own approximately 7.0%. Following the merger transaction, the combined company will have approximately 13,000 employees and manufacturing capacity exceeding 4.3 million square feet in China and 375,000 square feet in North America.