Exhibit 99.5
AGREEMENT AND PLAN OF MERGER
BY AND BETWEEN
MACC PRIVATE EQUITIES INC.,
A DELAWARE CORPORATION,
AND
MORAMERICA CAPITAL CORPORATION,
AN IOWA CORPORATION
1. MorAmerica Capital Corporation, an Iowa corporation (the "Merging
Company"), shall merge with and into MACC Private Equities Inc., a Delaware
corporation (the "Surviving Corporation"), pursuant to this Agreement and Plan
of Merger and in accordance with Delaware law. This Agreement and Plan of Merger
is intended to be and meets the requirements of an agreement of merger under
Delaware law.
2. The merger shall be effective at 12:00 PM Central Daylight Time on
April 30, 2008 (the "Effective Time").
3. The corporate existence of the Surviving Corporation shall not be
affected by the merger.
4. The separate existence of the Merging Company shall cease at the
Effective Time.
5. The Certificate of Incorporation of the Surviving Corporation, as in
effect at the Effective Time, shall remain in effect, unaltered, as the charter
of the Surviving Corporation, subject to its later amendment in accordance with
the General Corporation Law of Delaware.
6. The Bylaws of the Surviving Corporation, as in effect at the
Effective Time, shall remain in effect, unaltered, as the Bylaws of the
Surviving Corporation until such Bylaws thereafter are amended or repealed in
accordance with the General Corporation Law of Delaware or such Bylaws.
7. From and after the Effective Time, the Board of Directors of the
Surviving Corporation shall consist of the persons who were serving as directors
of the Surviving Corporation immediately prior to the Effective Time, and such
persons shall hold office in accordance with the Bylaws of the Corporation until
their successors are elected or until their earlier resignation or removal. From
and after the Effective Time, the officers of the Surviving Corporation shall
consist of the persons who were serving in such capacities immediately prior to
the Effective Time, and such persons shall hold office until the appointment of
their respective successors or until their earlier resignation or removal.
8. At the Effective Time, all shares of common stock of the Merging
Company which are outstanding immediately prior to the Effective Time shall, by
virtue of the merger, be canceled; and no interests, obligations, or other
securities of the Surviving Corporation or any other company and no cash or
other property shall be issued or paid with respect to such canceled shares of
common stock.
9. At the Effective Time, the title to all real estate and other
property owned by the Merging Company, including without limitation all bank
accounts, investment securities and assets of every kind and nature, shall be
vested in the Surviving Corporation without reversion or impairment.
10. At and after the Effective Time, the Surviving Corporation shall
have all of the liabilities of the Surviving Corporation and the Merging
Company.
11. A proceeding pending against the Merging Company at the Effective
Time may be continued as if the merger had not occurred, or the Surviving
Corporation may be substituted for the Merging Company in such proceeding.
12. This Agreement and Plan of Merger may be terminated and the merger
may be abandoned at any time prior to the Effective Time of the merger pursuant
to Delaware law by consent of the Merging Company and the Surviving Corporation,
expressed by action of their respective Boards of Directors and without further
action of their respective stockholders, even if the merger has been approved by
the stockholders of the Surviving Corporation and the Merging Company.
13. If this Agreement and Plan of Merger is terminated and the merger
is abandoned pursuant to the provisions of this Agreement and Plan of Merger,
then this Agreement and Plan of Merger thenceforth shall be null and void; and
there shall be no liability with respect to the Agreement and Plan of Merger on
the part of the corporations which are parties to this Agreement and Plan of
Merger or their respective stockholders, directors or officers.
[Remainder of page intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement and
Plan of Merger to be duly executed as of April 29, 2008.
MACC PRIVATE EQUITIES, INC.
a Delaware corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
---------------------------------------
Title: Executive Vice President
-------------------------------------
MORAMERICA CAPITAL CORPORATION
an Iowa corporation
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
--------------------------------------
Title: Executive Vice President
------------------------------------
