PCB | October 07, 2009
Viasystems & Merix to merge
Viasystems Group and Merix have entered into a definitive agreement to merge their businesses. When completed, the merger will result in the largest publicly traded PCB manufacturer by revenue in the USA.
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.