SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
TO
Tender
Offer Statement Under Section 14(d)(1) or 13(e)(1)
of
the Securities Exchange Act of 1934
MERIX
CORPORATION
(Name
of Subject Company)
MERIX
CORPORATION
(Name
of Filing Persons (Offeror))
|
|
4%
Convertible Senior Subordinated Notes due 2013
|
590049AB8
and 590049AA0
|
(Title
of Class of Securities)
|
(CUSIP
Number of Class of Securities)
|
Michael
Burger
Chief
Executive Officer
Merix
Corporation
15725
SW Greystone Court, Suite 200
Beaverton,
Oregon 97006
(503)
716-3700
(Name
Address and Telephone Number of Persons Authorized to Receive
Notices
and
Communications on Behalf of Filing Persons)
Copy
to:
Alan
Talkington
Orrick,
Herrington & Sutcliffe LLP
405
Howard Street
San
Francisco, California 94105
(415)
773-5700
|
|
Transaction
Valuation
|
Amount
of Filing Fee
|
N/A
|
N/A
|
¨
|
Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing registration statement number, or the Form or
Schedule and the date of filing.
|
|
|
Amount
Previously Paid: _____________
|
Filing
Party: _____________
|
Form
of Registration No.: _____________
|
Date
File: _____________
|
x
|
Check
the box if the filing relates solely to preliminary communications made
before the commencement of a tender
offer.
|
Check the
appropriate boxes to designate any transactions to which the statement
relates:
¨
|
third-party
tender offer subject to Rule 14d-1.
|
x
|
issuer
tender offer subject to Rule 13e-4.
|
¨
|
going-private
transaction subject to Rule 13e-3.
|
¨
|
amendment
to Schedule 13D under Rule 13d-2.
|
Check the
following box if the filing is a final amendment reporting the results of the
tender offer:
¨
MERIX
CORPORATION
4%
CONVERTIBLE SENIOR SUBORDINATED NOTES DUE 2013
(CUSIP
NOs. 590049AB8 and 590049AA0)
January 8, 2010
Dear
Holder:
Our records indicate that you are a
holder of 4% Convertible Senior Subordinated Notes due 2013 of Merix Corporation
(the “Notes”). Merix Corporation (“Merix”) has advised us that it has
entered into that certain Agreement and Plan of Merger, dated as of October 6,
2009 (as it may be amended or supplemented from time to time, the “Merger
Agreement”), with Viasystems Group, Inc., a Delaware corporation
(“Viasystems”), and Maple Acquisition Corp., an Oregon corporation and a wholly
owned subsidiary of Viasystems (“Merger Sub”), pursuant to which Merix will
merge with Merger Sub and become a wholly owned subsidiary of Viasystems (the
“Merger”) and shares of Merix common stock outstanding at the closing of the
Merger will be converted into the right to receive Viasystems common stock at
the effective time of the Merger in accordance with the Merger
Agreement.
In accordance with Section 14.2(1) of
the Indenture, dated as of May 16, 2006 (the “Indenture”), by and between Merix
and U.S. Bank National Association (the “Trustee”), notice is hereby given that
if Merix’s shareholders approve the Merger Agreement and the related Plan of
Merger and the Merger is consummated, a Fundamental Change (as defined in the
Indenture) will occur under the Indenture. Merix has advised that if
such shareholder approval is obtained, it anticipates that the Merger will be
consummated and the effective time of the Merger will occur on or about February
9, 2010. Pursuant to Section 14.1 of the Indenture, Holders of the Notes are
expected to have the right upon the occurrence of the Merger to require all or a
portion of their Notes to be repurchased at a purchase price equal to 100% of
the aggregate principal amount of their Notes to be repurchased plus interest
accrued but unpaid to, but excluding, the Repurchase Date (as defined in the
Indenture).
Merix has advised that there can be no
assurance that the Merger will be consummated on or about the date indicated
herein, or at all. However, in accordance with the Indenture, notice is being
provided hereby of the anticipated effective date for the Merger that would
constitute a Fundamental Change under the Indenture.
This notice is being provided to you
pursuant to Sections 12.6 and 14.2(1) of the Indenture in anticipation of the
anticipated effective date of the Merger. This notice also will constitute
notice under any other section of the Indenture, to the extent notice is
required under such section and this notice satisfies such
requirements.
Additional
Information
If the Merger occurs, Merix plans to
file with the Securities and Exchange Commission (“SEC”) a tender offer
statement on Schedule TO in connection with its obligation to offer to
repurchase the Notes as a result of the Fundamental Change. The description
contained herein is for informational purposes only and is not an offer to buy
or the solicitation of an offer to sell any securities. The tender offer
statement will contain important information about the Notes, the repurchase
offer and related matters. Holders of the Notes are urged to read the tender
offer statement (including the offer to purchase, letter of transmittal and
related tender offer documents) carefully when it becomes available. The tender
offer statement (when it is available) and other documents filed by Merix are or
will be available free of charge at the SEC’s Internet site
(http://www.sec.gov). These documents are or will also be available for free by
directing a request when the tender offer statement filing is made to Viasystems
Group, Inc., 101 South Hanley Road, Suite 400, St. Louis, Missouri 63105,
Attention: Investor Relations.
By: U.S.
BANK NATIONAL ASSOCIATION,
as Trustee under the Indenture on
behalf of
Merix Corporation