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Exhibit 2.2
JOINT AGREEMENT OF MERGER
OF
CAMERON COMMUNICATIONS CORPORATION
WITH AND INTO
MERCURY, INC.
This Joint Agreement of Merger (this "Joint Agreement") is dated as of
the 19th day of September, 1996, between Cameron Communications Corporation, a
Louisiana corporation ("Cameron"), and Mercury, Inc., a Louisiana corporation
("Mercury"), and is entered into pursuant to the provisions of Sections 111 et
seq. of the Louisiana Business Corporation Law ("LBCL").
WHEREAS, the respective Boards of Directors of Mercury and Cameron
(collectively, the "Merging Corporations") deem it advisable that Cameron be
merged with and into Mercury (the "Merger"), as provided in this Joint
Agreement; and
WHEREAS, the respective Boards of Directors of the Merging
Corporations wish to enter into this Joint Agreement and submit it to the
shareholders of Mercury and to the shareholders of Cameron for approval in the
manner required by law and, subject to such approval and to such other
approvals as may be required, to effect the Merger, all in accordance with the
provisions of this Joint Agreement.
NOW THEREFORE, in consideration of the mutual benefits to be derived
from this Joint Agreement and the Merger, the parties hereto agree as follows:
1. THE MERGER
In accordance with the applicable provisions of the LBCL, Cameron
shall be merged with and into Mercury; the separate existence of Cameron shall
cease; and Mercury shall be the corporation surviving the Merger (the
"Surviving Corporation").
2. EFFECTIVENESS OF THE MERGER
2.1 Effective Time of the Merger. The Merger shall become
effective at the time at which this Joint Agreement, having been executed and
acknowledged in the manner required by law, is filed in the office of the
Secretary of State of Louisiana. The date and time at which the Merger becomes
effective are herein referred to as the "Effective Time".
2.2 Effect of the Merger. At the Effective Time, (i) the separate
existence of Cameron shall cease and Cameron shall be merged with and into
Mercury; (ii) Mercury shall continue to possess all of the rights, privileges
and franchises possessed by it and shall, at the Effective Time, become vested
with and possess all rights, privileges and franchises possessed by Cameron;
(iii) Mercury shall be responsible for all of the liabilities and obligations
of Cameron in the same manner as if Mercury had itself incurred such
liabilities or obligations, and the Merger shall not affect or impair the
rights of the creditors or of any persons dealing with the Merging
Corporations; (iv) the Merger will not of itself cause a change, alteration or
amendment to the Articles of Incorporation or
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the By-Laws of Mercury except as otherwise provided in Section 2.3; (v) the
Merger will not of itself affect the tenure in office of any officer or
director of Mercury and no such person will succeed to such positions solely by
virtue of the Merger; and (vi) the Merger shall, from and after the Effective
Time, have all the effects provided by applicable Louisiana law.
2.3 Amendment to Articles of Incorporation. At the Effective Time
the Articles of Incorporation of Mercury shall be amended by adding to Article
VI thereof the following sentence:
"The Corporation shall when applicable issue and transfer
fractional shares, which shall in each case be calculated to
the nearest one millionth of a share (that is, to the sixth
decimal place); and the holder of a certificate that
represents or includes a fractional share shall have all
rights of a shareholder with respect thereto, including
(without limitation) voting rights."
2.4 Additional Actions. If, at any time after the Effective Time,
Mercury shall consider or be advised that any further assignments or assurances
in law or any other acts are necessary or desirable (a) to vest, perfect or
confirm, of record or otherwise, in Mercury, title to or the possession of any
property or right of Cameron acquired or to be acquired by reason of, or as a
result of, the Merger, or (b) otherwise to carry out the purposes of this Joint
Agreement, Cameron and its proper officers and directors shall be deemed to
have granted to Mercury an irrevocable power of attorney to execute and deliver
all such proper deeds, assignments and assurances in law and to do all acts
necessary or proper to vest, perfect or confirm title to and possession of such
property or rights in Mercury and otherwise to carry out the purposes of this
Joint Agreement; and the proper officers and directors of Mercury are fully
authorized in the name of Cameron to take any and all such action.
3. METHOD OF CARRYING MERGER INTO EFFECT
This Joint Agreement shall be submitted to the shareholders of Mercury
and to the shareholders of Cameron for their respective approvals. If such
approvals are given, then the fact of such approval shall be certified hereon
by the Secretary of Mercury and by the Secretary of Cameron. This Joint
Agreement, so approved and certified, shall, as soon as is practicable, be
signed and acknowledged by the President or Vice President of each of the
Merging Corporations. As soon as may be practicable thereafter, this Joint
Agreement, so certified, signed and acknowledged, shall be delivered to the
Secretary of State of Louisiana for filing in the manner required by law and
shall be effective at the Effective Time; and thereafter, as soon as
practicable, a copy of the Certificate of Merger issued by the Secretary of
State of Louisiana, and certified by him to be a true copy, shall be filed for
record in the Office of the Recorder of Mortgages of the parishes in which the
Merging Corporations have their respective registered offices and in the Office
of the Recorder of Conveyances of each parish in which Cameron owns immovable
property.
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4. CONVERSION OF SHARES
4.1 Conversion of Mercury Shares; Fractional Shares. Except for
shares as to which dissenters' rights have been perfected and not withdrawn or
otherwise forfeited under Section 131 of the LBCL, at the Effective Time, by
reason of the Merger, each issued and outstanding share of the Common Stock, no
par value, of Cameron ("Cameron Common Stock") shall be converted into the
right to receive from Mercury two and one hundred ninety two thousand one
hundred eight one-millionths (2.192108) shares of the Common Stock, par value
$50.00 per share, of Mercury ("Mercury Common Stock") (the "Merger
Consideration"). Shares of Cameron Common Stock that are held by Cameron shall
not be considered to be outstanding and shall be canceled (and not converted)
by virtue of the Merger at the Effective Time. In exchanging Mercury Common
Stock for Cameron Common Stock, Mercury shall issue fractional shares when
applicable, which shares shall be issued to the nearest one millionth of a
share (that is, to the sixth decimal place).
4.2 Exchange of Certificates. After the Effective Time, each
holder of an outstanding certificate or certificates theretofore representing
shares of Cameron Common Stock (other than shares as to which dissenters'
rights have been perfected and not withdrawn or otherwise forfeited under
Section 131 of the LBCL), upon surrender thereof to Mercury, shall be entitled
to receive the Merger Consideration into which such shares have been converted
as provided in Section 4.1. Until so surrendered, each outstanding certificate
shall be deemed for all purposes to represent only a right to receive the
Merger Consideration. Whether or not a stock certificate representing Cameron
Common Stock is surrendered, from and after the Effective Time such certificate
shall under no circumstances evidence, represent or otherwise constitute any
stock or interest in Cameron or any person, firm or corporation other than the
Merger Consideration.
4.3 Lost Certificates. If any shareholder cannot locate his
certificate(s) representing shares of Cameron Common Stock, a new certificate
will be issued by Cameron to replace the lost certificate(s) upon execution by
the shareholder of an affidavit certifying that his certificate(s) cannot be
located.
4.4 Shares of Mercury. The shares of capital stock of Mercury
outstanding immediately prior to the Effective Time shall not be changed or
converted by virtue of the Merger.
4.5 Certificate Legends. Certificates representing shares of
Mercury Common Stock issued as Merger Consideration shall contain the legends
required by the "Plan" (as defined in Section 5.1).
4.6 Adjustments. The Merger Consideration may be adjusted in
accordance with the adjustment provisions of Section 7 of the Plan.
5. MISCELLANEOUS
5.1 Termination. Prior to the Effective Time this Joint Agreement
may be terminated, and the Merger abandoned, as set forth in the related
Agreement and Plan of Reorganization among
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Mercury, Cameron and others (the "Plan"), a copy of which may be inspected at
the registered office of the Surviving Corporation in the State of Louisiana.
5.2 Headings. The descriptive headings of the sections of this
Joint Agreement are inserted for convenience only and do not constitute a part
hereof for any other purpose.
5.3 Modifications, Amendments and Waivers. At any time prior to
the Effective Time (notwithstanding any shareholder approval that may have
already been given), the parties hereto may, to the extent permitted by the
LBCL, modify, amend or supplement any term or provision of this Joint
Agreement.
5.4 Governing Law. This Joint Agreement shall be governed by the
laws of the State of Louisiana (regardless of the laws that might be applicable
under principles of conflicts of law) as to all matters, including but not
limited to matters of validity, construction, effect and performance.
IN WITNESS WHEREOF, this Joint Agreement has been executed by a
majority of the directors of each of the Merging Corporations, as of the day
and year first above written.
FOR THE BOARD OF DIRECTORS
OF MERCURY, INC.
_____________________________________ ____________________________________
_____________________________________ ____________________________________
____________________________________
FOR THE BOARD OF DIRECTORS
OF CAMERON COMMUNICATION CORPORATION
_____________________________________ ____________________________________
_____________________________________ ____________________________________
____________________________________
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CERTIFICATE OF SECRETARY OF
MERCURY, INC.
I hereby certify that I am the duly elected Secretary of Mercury,
Inc., a Louisiana corporation, presently serving in such capacity and that
the foregoing Agreement was duly approved, without alteration or amendment, by
the shareholders of Mercury, Inc. in the manner required by the Louisiana
Business Corporation Law.
Certificate dated October __, 1996.
___________________________________
Xxxxxx X. Xxxxxxx, Secretary
CERTIFICATE OF SECRETARY OF
CAMERON COMMUNICATIONS CORPORATION
I hereby certify that I am the duly elected Secretary of Cameron
Communications Corporation, a Louisiana corporation, presently serving in such
capacity and that the foregoing Agreement was duly approved, without alteration
or amendment, by the shareholders of Cameron Communications Corporation in the
manner required by the Louisiana Business Corporation Law.
Certificate dated October __, 1996.
___________________________________
Xxxx X. Xxxxxxx, Secretary
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EXECUTION BY CORPORATIONS
Considering the approval of this Agreement by the respective
shareholders of Mercury, Inc. and Cameron Communications Corporation, as
certified above, this Agreement is executed by such corporations acting through
their respective Presidents, this _____ day of October, 1996.
MERCURY, INC.
By:___________________________________
Xxxxxxx X. Xxxxxxx, Xx., President
Attest:
___________________________________
Xxxxxx X. Xxxxxxx, Secretary
CAMERON COMMUNICATIONS
CORPORATION
By:___________________________________
Xxxxxxx X. Xxxxxxx, Xx., President and
Chief Executive Officer
Attest:
___________________________________
Xxxx X. Xxxxxxx, Secretary
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ACKNOWLEDGMENT AS TO
MERCURY, INC.
STATE OF LOUISIANA
PARISH OF CALCASIEU
BEFORE ME, the undersigned authority, personally came and appeared
Xxxxxxx X. Xxxxxxx, Xx. who, being duly sworn, declared and acknowledged before
me that he is the President of Mercury, Inc. and that in such capacity he was
duly authorized to and did execute the foregoing Agreement on behalf of such
corporation, for the purposes therein expressed and as his and such
corporation's free act and deed.
___________________________________
Xxxxxxx X. Xxxxxxx, Xx., Appearer
Sworn to and subscribed before me
this _____ day of October, 1996.
___________________________________
Notary Public
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ACKNOWLEDGMENT AS TO
CAMERON COMMUNICATIONS CORPORATION
STATE OF LOUISIANA
PARISH OF CALCASIEU
BEFORE ME, the undersigned authority, personally came and appeared
Xxxxxxx X. Xxxxxxx, Xx. who, being duly sworn, declared and acknowledged before
me that he is the President and Chief Executive Officer of Cameron
Communications Corporation and that in such capacity he was duly authorized to
and did execute the foregoing Agreement on behalf of such corporation, for the
purposes therein expressed and as his and such corporation's free act and deed.
___________________________________
Xxxxxxx X. Xxxxxxx, Xx., Appearer
Sworn to and subscribed before me
this _____ day of October ___, 1996.
___________________________________
Notary Public
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