Viasystems Group, Inc. (NASDAQ: VIAS), and DDi Corp. (NASDAQ: DDIC) announced today that they have entered into a definitive merger agreement pursuant to which Viasystems will acquire DDi for $13.00 per share in cash, which represents a 20% premium to the volume weighted average price of DDi’s common stock over the last three months. The total transaction value is approximately $282 million, or $268 million net of DDi’s cash plus debt assumed.
With this acquisition, Viasystems will combine its large, high volume footprint in China and North America with DDi’s high mix, low volume footprint in North America to create a clear leader in the printed circuit board (“PCB”) industry with global capabilities and scale. The transaction allows Viasystems, already a leading market player in the automotive segment, to increase its market share in the technically demanding military and aerospace market and the growing industrial & instrumentation market while broadening its customer base. In addition, the acquisition of DDi expands Viasystems’ quick-turn manufacturing capability and adds flex and rigid-flex product offerings, which will provide additional sales opportunities through Viasystems’ existing customer base.
DDi’s customers, meanwhile, will continue to have access to state of the art, higher technology quick-turn manufacturing services and gain seamless access to a higher volume, lower cost complex PCB manufacturing source off shore.
Based on the results for the twelve months ended December 31, 2011 for Viasystems and DDi, on a pro forma basis, the combined operation would have had approximately $1,320 million of revenue, and, excluding any cost synergies, pro forma Adjusted EBITDA would have been approximately $183 million. Viasystems expects the transaction to be immediately accretive to Adjusted EPS, even without the impact of anticipated cost synergies, which Viasystems expects to be at least $10 million annually, before income tax effects, and realizable within 6 months after closing. Adjusted EBITDA and Adjusted EPS are defined below.