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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Citibank, NA; MDI Entertainment Inc; Smith, Gambrell & Russell

Date:

2002

Size:

Preview shows 28KB of 225KB total

Price:

$63

ID:

#1536536

► Plans ► Agreements ► Agreements & Plans of Merger
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AGREEMENT AND PLAN OF MERGER

by and among

SCIENTIFIC GAMES INTERNATIONAL, INC.,

BLUE SUEDE ACQUISITION CORP.

and

MDI ENTERTAINMENT, INC.

dated as of

NOVEMBER 19, 2002

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER			1
ARTICLE I THE OFFER AND MERGER			1
	Section 1.1	The Offer.	1
	Section 1.2	Company Actions.	3
	Section 1.3	Directors.	4
	Section 1.4	The Merger.	5
	Section 1.5	Effective Time.	6
	Section 1.6	Closing.	6
	Section 1.7	Directors and Officers of the Surviving Corporation.	6
	Section 1.8	Subsequent Actions.	6
	Section 1.9	Stockholders' Meeting.	7
	Section 1.10	Merger Without Meeting of Stockholders.	7
	Section 1.11	Other Agreements.	8
ARTICLE II CONVERSION OF SECURITIES			8
	Section 2.1	Conversion of Capital Stock.	8
	Section 2.2	Dissenting Shares.	8
	Section 2.3	Exchange of Certificates.	9
	Section 2.4	Company Derivative Securities.	10
ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE COMPANY			11
	Section 3.1	Organization; Qualification; Charter Documents.	11
	Section 3.2	Subsidiaries and Affiliates.	12
	Section 3.3	Capitalization.	12
	Section 3.4	Authorization; Validity of Agreement; Company Action.	13
	Section 3.5	Board Approvals; Takeover Statutes.	13
	Section 3.6	Vote Required.	14
	Section 3.7	Consents and Approvals; No Violations.	14
	Section 3.8	SEC Reports and Financial Statements.	14
	Section 3.9	Books and Records.	15
	Section 3.10	No Undisclosed Liabilities.	15
	Section 3.11	Accounts Receivable.	15
	Section 3.12	Inventory.	15
	Section 3.13	Absence of Certain Changes.	15
	Section 3.14	Litigation.	16
	Section 3.15	Employee Benefit Plans.	17
	Section 3.16	Tax Matters; Government Benefits.	18
	Section 3.17	Title to Properties; Encumbrances.	19
	Section 3.18	Environmental Laws.	20
	Section 3.19	Intellectual Property.	20
	Section 3.20	Compliance with Laws.	20
	Section 3.21	Employment Matters and Labor Difficulties.	20
	Section 3.22	Information in the Proxy Statement.	21
	Section 3.23	Information in the Offer Documents and Schedule 14D-9.	21
	Section 3.24	Opinion of Financial Advisor.	21
	Section 3.25	Brokers or Finders.	21
	Section 3.26	Company Agreements.	22
	Section 3.27	Interested Party Transactions.	22
	Section 3.28	Contracts.	22

	Section 3.29	Licenses.	23
	Section 3.30	Insurance.	24
	Section 3.31	Absence of Questionable Payments.	24
	Section 3.32	Full Disclosure.	24
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB			25
	Section 4.1	Organization; Qualification; Charter Documents.	25
	Section 4.2	Authorization; Validity of Agreement; Necessary Action.	25
	Section 4.3	Board Approvals; Takeover Statutes.	25
	Section 4.4	Consents and Approvals; No Violations.	26
	Section 4.5	Information in the Proxy Statement.	26
	Section 4.6	Information in the Offer Documents.	26
	Section 4.7	Financing.	26
	Section 4.8	Litigation.	27
	Section 4.9	Acquisition Sub's Operations.	27
ARTICLE V COVENANTS			27
	Section 5.1	Conduct of the Business of Company.	27
	Section 5.2	Compliance with Rule 14e-5.	30
	Section 5.3	Proxy Statement.	30
	Section 5.4	Meeting of Stockholders of the Company.	30
	Section 5.5	Access.	30
	Section 5.6	Confidentiality.	31
	Section 5.7	Reasonable Best Efforts.	31
	Section 5.8	Employee Benefits.	32
	Section 5.9	No Solicitation by the Company.	33
	Section 5.10	Publicity.	34
	Section 5.11	Notification of Certain Matters.	35
	Section 5.12	State Takeover Laws.

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