When completed, the merger will result in the largest publicly traded printed circuit board (PCB) manufacturer by revenue in the United States. 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 percent 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 percent of the combined company, existing Merix shareholders will own approximately 12.5 percent and Merix convertible note holders will own approximately 7.0 percent.

Based on the results for the twelve months ended June 30, 2009 for Viasystems and August 29, 2009 for Merix, on a pro forma basis, the combined operation would have had approximately $840 million of revenue. Pro forma adjusted EBITDA for that period would have been approximately $68 million. Adjusted EBITDA is defined as operating income (loss) adjusted to exclude charges for depreciation, amortization, stock-based compensation, and restructuring and impairment costs. The companies expect annual cost synergies of approximately $20 million can be achieved through steps initiated within the first 60 days post completion of the transaction.

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.

"Through this merger, we're creating a world-class leader in PCB and related electro-mechanical solutions with complementary market segments, customers and manufacturing capabilities," said Viasystems Chief Executive Officer David Sindelar. "The net result will be best-in-class PCB manufacturing on a global basis, combining Viasystems' high volume and quick-turn capabilities in China with Merix' quick turn and prototyping capabilities in the US. These assets along with Merix' Asia factories will substantially increase our business scale and expand our customer base."

"We believe this is an excellent strategic fit and offers stakeholders tremendous value," said Merix Chief Executive Officer, Michael Burger. "Viasystems is an ideal partner that accelerates and adds scale to the value proposition that Merix has been building for several years. This compelling opportunity for value creation makes the combination very attractive to our customers, employees and stakeholders."

Benefits of the Transaction

The merger creates a large and diversified customer base -- among the top ten customers of both companies, only three overlap.

Merix' facilities will offer Viasystems' 125 customers complex PCB production in the U.S., including quick-turn and prototyping capabilities not offered today.

Merix' facilities and capabilities in the U.S. will provide Viasystems the opportunity to access the growing Aerospace and Defense industry.

Viasystems provides Merix' 800 customers with expanded scale of Asian-based high-volume, quick-turn and HDI printed circuit board manufacturing capabilities, as well as new electro-mechanical solutions.

The combination will benefit from complementary technologies, a strong combined management team, and a shared focus on reliability and quality, resulting in a stronger company that is more competitive in the marketplace.

"These are two successful, innovative organizations with one mission: To meet the rapidly changing needs of our customers," added Mr. Sindelar.