|
|
|
|
Document Preview Agreement and Plan of Merger |
|
|
|
|
|
Click "Add to Cart" button to purchase document. |
|
|
|
|
|
Title: |
Agreement and Plan of Merger |
|
Entities: |
ChemFirst Inc.; Citibank, NA; E.I. Du Pont De Nemours & Co.; KeyCorp; McGraw-Hill Companies Inc.; Bank of New York; Merrill Lynch & Co., Inc.; Cravath, Swaine & Moore LLP; Skadden, Arps, Slate, Meagher & Flom LLP |
|
Date: |
2002 |
|
Size: |
Preview shows 12KB of 191KB total |
|
Price: |
$88 |
|
ID: |
#230002 |
|
|
|
|
|
|
|
Start of Preview |
|
===============================================================================
AGREEMENT AND PLAN OF MERGER
among
E. I. DU PONT DE NEMOURS AND COMPANY,
PURPLE ACQUISITION CORPORATION
and
CHEMFIRST INC.
Dated as of July 23, 2002
===============================================================================
{PAGE}
TABLE OF CONTENTS
Page
ARTICLE I
The Merger
SECTION 1.01. The Merger............................................1
SECTION 1.02. Closing.............................................. 1
SECTION 1.03. Effective Time........................................2
SECTION 1.04. Effects of the Merger.................................2
SECTION 1.05. Articles of Incorporation and By-laws.................2
SECTION 1.06. Directors.............................................2
SECTION 1.07. Officers..............................................2
ARTICLE II
Effect of the Merger on the Capital Stock of the
Constituent Corporations; Exchange of Certificates
SECTION 2.01. Effect on Capital Stock...............................2
SECTION 2.02. Exchange of Certificates..............................3
SECTION 2.03. Adjustment to Merger Consideration....................5
ARTICLE III
Representations and Warranties
SECTION 3.01. Representations and Warranties of the Company.........5
SECTION 3.02. Representations and Warranties of Parent and Sub.....23
ARTICLE IV
Covenants Relating to Conduct of Business
SECTION 4.01. Conduct of Business..................................25
SECTION 4.02. No Solicitation......................................30
ARTICLE V
Additional Agreements
SECTION 5.01. Preparation of the Proxy Statement...................32
{PAGE}
Contents, p. ii
SECTION 5.02. Company Shareholders Meeting.........................33
SECTION 5.03. Access to Information................................33
SECTION 5.04. Reasonable Best Efforts..............................34
SECTION 5.05. Employee Matters.....................................34
SECTION 5.06. Stock Based Awards...................................36
SECTION 5.07. Fees and Expenses; Termination Fee...................37
SECTION 5.08. Indemnification, Exculpation and Insurance...........38
SECTION 5.09. Shareholder Litigation...............................39
SECTION 5.10. Rights Agreement.....................................39
ARTICLE VI
Conditions Precedent
SECTION 6.01. Conditions to Each Party's Obligation
To Effect the Merger...............................39
SECTION 6.02. Conditions to Obligations of Parent
and Sub To Effect the Merger.......................39
SECTION 6.03. Conditions to Obligation of the Company
To Effect the Merger...............................40
SECTION 6.04. Frustration of Closing Conditions....................40
ARTICLE VII
Termination and Amendment
SECTION 7.01. Termination...........................................41
SECTION 7.02. Effect of Termination.................................42
SECTION 7.03. Amendment.............................................42
SECTION 7.04. Extension; Waiver.....................................42
SECTION 7.05. Procedure for Termination, Amendment,
Extension or Waiver.................................42
ARTICLE VIII
General Provisions
SECTION 8.01. Nonsurvival of Representations and Warranties.........43
SECTION 8.02. Notices 43
SECTION 8.03. Definitions; Interpretation...........................44
SECTION 8.04. Counterparts..........................................45
SECTION 8.05. Entire Agreement; No Third-Party Beneficiaries........45
SECTION 8.06. Governing Law.........................................45
SECTION 8.07. Publicity.............................................45
SECTION 8.08. Assignment............................................46
SECTION 8.09. Enforcement...........................................46
SECTION 8.10. Severability.........................................46
ANNEX I - Index of Defined Terms
{PAGE}
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated
as of July 23, 2002, among E. I. DU PONT DE NEMOURS AND
COMPANY, a Delaware corporation ("Parent"), PURPLE
ACQUISITION CORPORATION, a Mississippi corporation and a
wholly owned subsidiary of Parent ("Sub"), and CHEMFIRST
INC., a Mississippi corporation (the "Company").
WHEREAS the respective Boards of Directors of Parent, Sub and the
Company have approved the merger of Sub with and into the Company (the
"Merger"), upon the terms and subject to the conditions set forth in this
Agreement, whereby each issued and outstanding share of common stock, par
value $1.00 per share, of the Company ("Company Common Stock") not owned by
Parent, Sub or the Company will be converted into the right to receive $29.20
in cash;
WHEREAS the respective Boards of Directors of Sub and the Company
have adopted this Agreement;
WHEREAS, simultaneously with the execution and delivery of this
Agreement and as a condition and inducement to the willingness of Parent and
Sub to enter into this Agreement, Parent and a certain shareholder of the
Company are entering into a shareholder agreement (the "Shareholder
Agreement") pursuant to which, among other things, such shareholder has agreed
to vote to approve this Agreement and to take certain other actions in
furtherance of the Merger, upon the terms and subject to the conditions set
forth therein;
WHEREAS Parent, Sub and the Company desire to make certain
representations, warranties, covenants and agreements in connection with the
Merger and also to prescribe various conditions to the Merger.
NOW, THEREFORE, in consideration of the foregoing and the respective
representations, warranties, covenants and agreements set forth herein, the
parties agree as follows:
ARTICLE I
The Merger
SECTION 1.01. The Merger. Upon the terms and subject to the
conditions set forth in this Agreement, and in accordance with the Mississippi
Business Corporation Act (the "MBCA"), Sub shall be merged with and into the
Company at the Effective Time. Following the Merger, the separate corporate
existence of Sub shall cease and the Company shall continue as the surviving
corporation (the "Surviving Corporation") and shall succeed to all the rights
and obligations of Sub in accordance with the MBCA.
SECTION 1.02. Closing. The closing of the Merger (the "Closing")
will take place at 10:00 a.m. on a date to be specified by the parties (the
"Closing Date"), which shall be no later than the second business day
following the satisfaction or waiver of the conditions set forth in Article VI
(other than those conditions that by their terms are to be satisfied at the
{PAGE}
2
Closing, but subject to the satisfaction or waiver of those conditions), at
the offices of Cravath, Swaine & Moore, Worldwide Plaza, 825 Eighth Avenue,
New York, New York 10019, unless another time, date or place is agreed to in
writing by the parties.
SECTION 1.03. Effective Time. Prior to the Closing, the parties
shall prepare and execute articles of merger in accordance with Section
79-4-11.06(a) of the MBCA (the "Articles of Merger"), and as soon as
practicable on the Closing Date, the Surviving Corporation shall deliver the
Articles of Merger to the Secretary of State of the State of Mississippi for
filing in accordance with the relevant provisions of the MBCA. The Merger
shall become effective at such time as the Articles of Merger are duly filed
in accordance with Section 79-4-11.06(b) of the MBCA, or at such other time as
Parent and the Company shall agree and shall specify in the Articles of Merger
(the time the Merger becomes effective being hereinafter referred to as the
"Effective Time").
SECTION 1.04. Effects of the Merger. The Merger shall have the
effects set forth in Section 79-4-11.07 of the MBCA.
SECTION 1.05. Articles of Incorporation and By-laws. (a) The
articles of incorporation of Sub, as in effect immediately prior to the
Effective Time, shall be the articles of incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law.
(b) The by-laws of Sub, as in effect immediately prior to the
Effective Time, shall be the by-laws of the Surviving Corporation until
thereafter changed or amended as provided therein or by applicable law.
SECTION 1.06. Directors. The directors of Sub immediately prior to
the Effective Time shall be the directors of the Surviving Corporation to hold
office until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.
SECTION 1.07. Officers. The officers of Sub immediately prior to the
Effective Time shall be the officers of the Surviving Corporation to hold
office until the earlier of their resignation or removal or until their
respective successors are duly elected and qualified, as the case may be.
ARTICLE II
Effect of the Merger on the Capital Stock of the
Constituent Corporations; Exchange of Certificates
SECTION 2.01. Effect on Capital Stock. At the Effective Time, by
virtue of the Merger and without any action on the part of the holder of any
|
End of Preview |
Home Intelligence Services Subscriptions News About Us