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Document Preview Agreement and Plan of Merger |
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Title: |
Agreement and Plan of Merger |
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Entities: |
AmSouth Bancorporation; AmSouth Bank; Regions Financial Corp.; Goldman, Sachs & Co.; Merrill Lynch & Co., Inc.; Sullivan & Cromwell; Wachtell, Lipton, Rosen & Katz |
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Date: |
2006 |
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Size: |
Preview shows 10KB of 184KB total |
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Price: |
$63 |
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ID: |
#1741517 |
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AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
AMSOUTH BANCORPORATION
AND
REGIONS FINANCIAL CORPORATION
DATED AS OF MAY 24, 2006
{PAGE}
TABLE OF CONTENTS
PAGE
Parties......................................................................1
RECITALS.....................................................................1
Article 1 THE MERGER......................................................1
1.1 Merger.........................................................1
1.2 Time and Place of Closing......................................1
1.3 Effective Time.................................................2
1.4 Conversion of AmSouth Common Stock.............................2
1.5 Effects on Common Stock........................................3
1.6 AmSouth Stock Options and Other Equity-Based Awards............3
Article 2 EXCHANGE OF SHARES..............................................6
2.1 Exchange Procedures............................................6
2.2 Rights of Holders..............................................7
Article 3 REPRESENTATIONS AND WARRANTIES..................................8
3.1 Disclosure Letters.............................................8
3.2 Standards......................................................8
3.3 Representations and Warranties of the Parties..................9
Article 4 COVENANTS AND ADDITIONAL AGREEMENTS............................21
4.1 Conduct of Business Prior to Effective Time...................21
4.2 Forbearances..................................................21
4.3 Dividends.....................................................23
4.4 Reasonable Best Efforts.......................................23
4.5 Shareholders' and Stockholders' Approvals.....................24
4.6 Registration Statement; Joint Proxy Statement/Prospectus......24
4.7 Applications and Consents.....................................25
4.8 Notification of Certain Matters...............................26
4.9 Investigation and Confidentiality.............................26
4.10 Press Releases; Publicity.....................................27
4.11 Acquisition Proposals.........................................27
4.12 Takeover Laws; No Rights Triggered............................28
4.13 Exemption from Liability Under Section 16(b)..................28
4.14 Agreement of Affiliates.......................................29
4.15 Employee Benefits and Contracts...............................29
4.16 Indemnification...............................................30
4.17 Corporate Governance..........................................31
4.18 Change of Method..............................................33
4.19 Restructuring Efforts.........................................34
Article 5 CONDITIONS PRECEDENT TO OBLIGATIONS TO CONSUMMATE..............34
5.1 Conditions to Obligations of Each Party.......................34
-i-
{PAGE}
5.2 Conditions to Obligations of Regions..........................34
5.3 Conditions to Obligations of AmSouth..........................35
Article 6 TERMINATION....................................................36
6.1 Termination...................................................36
6.2 Effect of Termination.........................................37
Article 7 MISCELLANEOUS..................................................37
7.1 Definitions...................................................37
7.2 Non-Survival of Representations and Covenants.................45
7.3 Expenses......................................................46
7.4 Entire Agreement..............................................46
7.5 Amendments....................................................46
7.6 Waivers.......................................................46
7.7 Assignment....................................................47
7.8 Notices.......................................................47
7.9 Governing Law.................................................47
7.10 Counterparts..................................................48
7.11 Captions......................................................48
7.12 Interpretations...............................................48
7.13 Severability..................................................48
7.14 Waiver of Jury Trial..........................................48
-ii-
{PAGE}
LIST OF EXHIBITS
EXHIBIT DESCRIPTION
1. Amendment to AmSouth Rights Plan (ss. 3.3(b)(iii))
2. Form of AmSouth Affiliate Letter (ss. 4.14)
3. Form of Regions Option Agreement
4. Form of AmSouth Option Agreement
-iii-
{PAGE}
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this "AGREEMENT") is made and entered
into as of May 24, 2006, by and between AMSOUTH BANCORPORATION, a Delaware
corporation ("AMSOUTH"), and REGIONS FINANCIAL CORPORATION, a Delaware
corporation ("REGIONS").
RECITALS
A. APPROVALS. The Boards of Directors of AmSouth and Regions have each
determined that the transactions described herein are consistent with, and will
further, their respective business strategies and goals, and are in the best
interests of AmSouth and Regions, respectively, and their respective
stockholders.
B. OPTION AGREEMENTS. As an inducement and condition to the entrance of
AmSouth into this Agreement, Regions is granting to AmSouth an option pursuant
to a stock option agreement in the form set forth in EXHIBIT 3 (the "REGIONS
OPTION AGREEMENT"). As an inducement and condition to the entrance of Regions
into this Agreement, AmSouth is granting to Regions an option pursuant to a
stock option agreement in the form set forth in EXHIBIT 4 (the "AMSOUTH OPTION
AGREEMENT" and, together with the Regions Option Agreement, the "OPTION
AGREEMENTS").
C. INTENTION OF THE PARTIES. It is the intention of the Parties that, for
federal income Tax purposes, the Merger shall qualify as a "reorganization"
within the meaning of Section 368(a) of the Internal Revenue Code and that this
Agreement shall constitute a "plan of reorganization" for purposes of Sections
354 and 361 of the Internal Revenue Code.
D. DEFINED TERMS. Certain capitalized terms used in this Agreement are
defined in 7.1 of this Agreement.
NOW, THEREFORE, in consideration of the above and the mutual warranties,
representations, covenants, and agreements set forth herein, and intending to be
legally bound hereby, the Parties agree as follows:
ARTICLE 1
THE MERGER
1.1 MERGER. Subject to the terms and conditions of this Agreement, at the
Effective Time, AmSouth shall be merged with and into Regions in accordance with
the provisions of Section 251 of the DGCL (the "MERGER"). Regions shall be the
surviving corporation in the Merger (the "SURVIVING CORPORATION") and shall
continue to be governed by the Laws of the State of Delaware. Upon consummation
of the Merger, the separate corporate existence of AmSouth shall cease.
1.2 TIME AND PLACE OF CLOSING. The closing of the Merger (the "CLOSING")
shall take place at such time and place as Regions and AmSouth shall agree, on
the date when the Effective Time (as defined in Section 1.3) is to occur (the
"CLOSING DATE").
{PAGE}
1.3 EFFECTIVE TIME. Subject to the terms and conditions of this Agreement,
on the Closing Date, the Parties will cause a certificate of merger to be filed
with the Secretary of State of the State of Delaware (the "DELAWARE SECRETARY")
as provided in Section 251 of the DGCL to effect the Merger. The Merger shall
take effect when such certificate of merger is filed, or at such other time as
may be specified therein (the "EFFECTIVE TIME"). Subject to the terms and
conditions hereof, unless otherwise mutually agreed upon by the duly authorized
officers of each Party, the Parties shall cause the Effective Time to occur on
the third business day following the date on which satisfaction or waiver of the
last of the conditions set forth in Article 5 has occurred (other than those
conditions that by their nature are to be satisfied at the Closing, but subject
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