By Lisa Kerner
Charlotte, N.C., Oct. 6 - Viasystems Group, Inc. and Merix Corp. announced they will combine in an all-stock deal that gives Merix shareholders 0.11 newly issued shares of Viasystems for each Merix share held.
According to Viasystems, the newly issued shares are expected to trade on the Nasdaq in place of Merix's shares.
The combination will create the largest publicly traded printed circuit board manufacturer by revenue in the United States, a joint news release from the companies said.
Once the merger is completed, existing Viasystems shareholders will own approximately 80.5% of the combined company, existing Merix shareholders will own approximately 12.5% and holders of Merix convertible notes will own approximately 7%.
Viasystems said it will fund the transaction using existing cash on hand. In conjunction with the merger's close, expected by the end of the year, Wells Wachovia committed to enter into a new $75 million line of credit with Viasystems, the release said.
The combined company will have access to more than $100 million in credit lines, a cash balance of approximately $40 million and $215 million of outstanding debt.
Viasystems' 12-member board of directors will include three members designated by Merix.
David Sindelar, chief executive officer of Viasystems, will lead the new company out of its St. Louis headquarters.
Goldman, Sachs & Co. and Weil, Gotshal & Manges LLP advised Viasystems. Merix was advised by Thomas Weisel Partners LLC and Orrick, Herrington & Sutcliffe.
Viasystems and Merix both provide multi-layer, rigid printed circuit boards. Merix is located in Beaverton, Ore.
| Acquirer: | Viasystems Group, Inc.
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| Target: | Merix Corp.
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| Announcement date: | Oct. 6
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| Price per share: | 0.11 shares of Viasystems
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| Expected closing: | End of 2009
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| Stock price for target: | Nasdaq: MERX: $2.74 on Oct. 5
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