|
|
|
|
Document Preview Agreement and Plan of Merger |
||||
|
|
||||
|
Click "Add to Cart" button to purchase document. |
||||
|
|
||||
|
Title: |
Agreement and Plan of Merger |
|||
|
Entities: |
||||
|
Date: |
2006 |
|||
|
Size: |
Preview shows 45KB of 173KB total |
|||
|
Price: |
$78 |
|||
|
ID: |
#2633782 |
|||
|
|
||||
|
||||
|
|
||||
|
Start of Preview |
||||
AGREEMENT AND PLAN OF MERGER
by and among
Reinhold Industries, Inc.,
Reinhold Holdings, Inc.
and
Reinhold Acquisition Corp.
November 2, 2006
TABLE OF CONTENTS
Page
RECITALS
1
ARTICLE I
THE TENDER OFFER
1
1.1
The Offer
1
1.2
Offer Documents
3
1.3
Company Actions
3
1.4
Directors
5
1.5
Termination or Withdrawal of the Offer
6
ARTICLE II
THE MERGER
6
2.1
The Merger
6
2.2
The Closing
6
2.3
Effective Time
6
2.4
Certificate of Incorporation and Bylaws of the Surviving Corporation
6
2.5
Directors and Officers of the Surviving Corporation
7
2.6
Conversion of Securities
7
2.7
Surrender of Shares, Stock Transfer Books
8
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
11
3.1
Organization of the Company
11
3.2
Authorization
11
3.3
Validity; Binding Effect
11
3.4
Noncontravention
11
3.5
Capitalization
11
3.6
SEC Documents; Financial Statements
12
3.7
Undisclosed Liabilities
13
3.8
Real Estate
13
3.9
Tax Matters
13
3.10
Litigation
14
3.11
Legal Compliance
14
3.12
Environmental Laws and Regulations
14
3.13
Labor and Employment Matters
16
3.14
Employee Benefits and Arrangements
16
3.15
Brokers Fees and Company Transition Fees and Costs
18
3.16
Opinion of Company Financial Adviser
18
3.17
State Takeover Statutes
19
3.18
Voting Requirements
19
3.19
Offer Documents; Proxy Statement
19
3.20
Intellectual Property
19
3.21
Insurance
20
3.22
Product Liability and Warranty
20
3.23
Customers and Suppliers
21
3.24
Backlog
21
3.25
Contracts
21
i
3.26
Bank Accounts
23
3.27
Information Supplied
23
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT
AND PURCHASER
23
4.1
Organization
23
4.2
Authorization
24
4.3
Validity, Binding Effect
24
4.4
Noncontravention
24
4.5
Financing
24
4.6
Brokers Fees
24
4.7
Offer Documents; Proxy Statement
25
4.8
Litigation
25
ARTICLE V
COVENANTS
25
5.1
General
25
5.2
Notices and Consents
25
5.3
The Companys Operation of the Business
26
5.4
Advice of Changes
28
5.5
No Solicitation
29
5.6
Publicity
31
5.7
Proxy Statement; Shareholders Meeting
31
5.8
Shareholders Agreement
31
5.9
Potential Litigation
32
5.10
Company Transaction Fees and Costs
32
5.11
Assistance with Financing
32
5.12
Delivery of Monthly Financial Statements
32
5.13
Conveyance Taxes
32
5.14
Inspection of Records
33
ARTICLE VI
CONDITIONS PRECEDENT
33
6.1
Conditions to Each Partys Obligation to Effect the Merger
33
ARTICLE VII
TERMINATION
33
7.1
Termination by Mutual Consent
33
7.2
Termination by Either Purchaser or Company
34
7.3
Termination by Company
34
7.4
Termination by Purchaser
34
7.5
Effect of Termination and Abandonment; Termination Fee
35
ARTICLE VIII
GENERAL PROVISIONS
36
8.1
Nonsurvival of Representations and Warranties
36
8.2
Notices
36
8.3
Assignment; Binding Effect
37
8.4
Entire Agreement
37
8.5
Amendment
37
8.6
Governing Law
37
8.7
Enforcement; Venue; Waiver of Jury Trial
37
8.8
Counterparts
38
8.9
Headings
38
8.10
Waivers
38
ii
8.11
Incorporation of Annex A
38
8.12
Severability
38
8.13
Enforcement of Agreement
39
8.14
Expenses
39
8.15
Insurance; Indemnity
39
8.16
Employee Benefits Matters
39
8.17
Definitions
40
8.18
Interpretations
48
iii
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER (this Agreement), dated as of November 2, 2006, is entered into by and among Reinhold Industries, Inc., a Delaware corporation (the Company), Reinhold Holdings Inc., a Delaware corporation (the Parent), and Reinhold Acquisition Corp., a Delaware corporation (Purchaser).
A.
The Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders for Purchaser to acquire the Company on the terms and subject to the conditions set forth herein (the Acquisition).
B.
As a first step in the Acquisition, the Company, Parent and Purchaser each desire that Purchaser commence a cash tender offer (the Offer) to purchase the Companys issued and outstanding Class A common shares, par value $0.01 per share (the Shares), for the Per Share Amount, on the terms and subject to the conditions set forth in this Agreement.
C.
The Board of Directors of the Company (the Company Board), and the Board of Directors of Purchaser, have approved, and the Company Board has unanimously resolved to recommend that the holders of the Shares (Shareholders) approve, the merger of Purchaser with and into the Company (the Merger), wherein the Company shall survive such merger and any issued and outstanding Shares not tendered and purchased by Purchaser pursuant to the Offer (other than Shares described in Section 2.6(b)) will be converted into the right to receive the Per Share Amount, on the terms and subject to the conditions of this Agreement and in accordance with the Delaware General Corporation Law (the DGCL).
D.
In order to induce Parent and Purchaser to enter into this Agreement, concurrently with the execution and delivery hereof, Purchaser, the Company and certain Shareholders, whose names and number of shares are set forth in Section 5.8 of the Company Disclosure Letter and who on a combined basis beneficially own approximately 49.8% of the outstanding Shares, are entering into a Shareholders Agreement, dated as of the date hereof (the Shareholders Agreement).
NOW THEREFORE, in consideration of the representations, warranties and covenants contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties agree as follows:
1.1
(a)
Provided that (i) this Agreement shall not have been terminated in accordance with Article VII and (ii) none of the events or conditions set forth in Annex A shall have occurred or be existing and not have been waived, as promptly as practicable (but in any event not later than five (5) business days after the public announcement of the execution and delivery of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the Exchange Act)), the Offer whereby Purchaser will offer to purchase for cash all of the Shares at the Per Share Amount (subject to
reduction for any stock transfer taxes payable by the holders of such Shares, if payment is to be made to a Person other than the Person in whose name the certificate for such Shares is registered, or any applicable federal back-up withholding); provided, however, that Parent may designate another direct or indirect Subsidiary of Parent as the bidder thereunder (within the meaning of Rule 14d-1(c) under the Exchange Act, in which case references herein to Purchaser will be deemed to apply to such Subsidiary, as applicable). Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least twenty (20) business days after the commencement of the Offer (such period, the First Offer Period). In the event that the Minimum Condition has not been satisfied pursuant to the Offer during the First Offer Period, Purchaser shall keep, and Parent shall cause Purchaser to keep, the Offer open for a period of at least ten (10) business days after the expiration of the First Offer Period (such period, the Second Offer Period and together with the First Offer Period, the Offer Period). In the event that, immediately prior to the Expiration Date, the Minimum Condition has not been met, the Company shall have the right to require Purchaser to extend the Expiration Date for an additional period not to exceed twenty (20) business days.
|
End of Preview |
Home Intelligence Services Subscriptions News About Us