Plexus and SeaMED to Merge

Plexus Corp. (Neenah, WI) and SeaMED Corporation (Redmond, WA) have announced plans to merge. As a result of the proposed merger, which will be tax-free and accounted for as a pooling of interests, SeaMED will become a wholly owned subsidiary of Plexus.

Each outstanding share of SeaMED common stock will be converted into 0.4 shares of Plexus common stock, subject to a minimum per share value for each SeaMED share of $12.00 and a maximum per share value of $15.00 based on an average closing price of Plexus common stock prior to the closing of the transaction.

The merger is subject to several conditions, including the approval of SeaMED's shareholders and the expiration of the waiting period under the federal Hart-Scott-Rodino Antitrust Improvements Act. Plexus expects to take a one-time charge primarily for merger related expenses at the close of the transaction, which is expected to occur late in its third or early in its fourth fiscal quarter of 1999, and it expects the transaction to be accretive in fiscal 2000.

"The merger with SeaMED is an important component of our strategy to accelerate growth and create value for shareholders," said Pete Strandwitz, chairman and CEO of Plexus. "We believe there is an exceptional strategic fit relative to Plexus' business model and leading engineering capabilities. This merger also supports Plexus' geographic expansion plan."

"Key to the merger is the compatibility of our cultures and a mutual philosophy focused on service, quality and integrity," added John Nussbaum, president and COO of Plexus. "The merger increases our engineering staff by 50%, to over 300, and will provide many new opportunities with current and potential customers. The merger strengthens our niche in the medical market, enhances our ability to design more complex products, and brings us higher level assembly capabilities in both the medical and non-medical markets."

"The combination of Plexus and SeaMED creates a powerhouse in contract engineering and manufacturing for both commercial and medical technology," said Bob Berg, president and CEO of SeaMED. "The merger will provide a stronger financial and operational foundation to offer our high level of engineering, regulatory and manufacturing expertise to a wider range of customers and for increasingly larger and more complex projects."

Upon completion of the merger, SeaMED is expected to continue to operate as a division of Plexus without significant impact on the duties of its current management and employees

SeaMED manufactures advanced electronic instruments for medical and commercial technology companies. Plexus provides product realization services to OEMs in the computer, medical, industrial, telecommunications, and transportation electronics industries. The company offers product development and design services, material procurement and management, prototyping, assembly, testing, manufacturing, final system box build and distribution.