Agreement and Plan of Merger Dated as of April 12, 2018 By and Among Genuine Parts Company, Rhino SpinCo, Inc., Essendant Inc. and Elephant Merger Sub Corp.Merger Agreement • June 8th, 2018 • Rhino SpinCo, Inc. • New York
This Agreement and Plan of Merger (together with the Disclosure Letters and Exhibits hereto, this “Agreement”) is made as of the 12th day of April 2018, by and among Genuine Parts Company, a Georgia corporation (“GPC”), Rhino SpinCo, Inc., a Delaware corporation and wholly owned Subsidiary of GPC (“SpinCo”), Essendant Inc., a Delaware corporation (“RMT Parent”), and Elephant Merger Sub Corp., a Delaware corporation and direct, wholly owned Subsidiary of RMT Parent (“Merger Sub”). Each of GPC, SpinCo, RMT Parent and Merger Sub is sometimes referred to individually as a “Party” and collectively they are sometimes referred to as the “Parties.”
