EXHIBIT 2.3
AGREEMENT AND PLAN OF MERGER (this "Plan"), dated March 19, 2004 entered
into between Aurora Foods Inc., a Delaware corporation (the "Company"), and
Pinnacle Foods Holding Corporation, a Delaware corporation ("Pinnacle").
WHEREAS, the laws of the State of Delaware permit the merger of Pinnacle
with and into the Company (the "Merger");
WHEREAS, the Company entered into the Agreement and Plan of Reorganization
and Merger, dated as of November 25, 2003 and as amended on January 8, 2004 (the
"CEH Merger Agreement"), among the Company and Crunch Equity Holding, LLC, a
Delaware limited liability company ("CEH LLC"), pursuant to which the Company
agreed to enter into this Plan and CEH LLC agreed to cause Pinnacle to enter
into this Plan;
WHEREAS, Crunch Holding Corp., a Delaware corporation ("Holding"), is a
wholly-owned subsidiary of CEH LLC, and Pinnacle is a wholly-owned subsidiary of
Holding;
WHEREAS, the parties desire to effectuate the capital restructuring and
investment contemplated in the CEH Merger Agreement in the context of a
voluntary case commenced by the Company pursuant to Chapter 11 of the Bankruptcy
Code, and pursuant to the Bankruptcy Plan and the Disclosure Statement (as each
term is defined in the CEH Merger Agreement);
WHEREAS, the Company desires to effectuate its capital restructuring on
the terms and conditions contained in this Plan, the CEH Merger Agreement and
pursuant to the Bankruptcy Plan;
WHEREAS, the Board of Directors of the Company deem it desirable and in
the best interests of the Company to merge Pinnacle with and into the Company,
and have duly approved this Plan for that purpose; and
WHEREAS, the Board of Directors and the stockholders of Pinnacle deem it
desirable and in the best interests of Pinnacle and its stockholders to merge
Pinnacle with and into the Company, and have duly approved this Plan for that
purpose.
NOW, THEREFORE, in order to prescribe the terms and conditions of such
merger and the mode of carrying such merger into effect, the parties hereby
agree as follows:
1. The Merger. Upon the terms and subject to the conditions set forth in the
CEH Merger Agreement, the Merger shall be consummated in accordance with
Article III of the CEH Merger Agreement which is set forth as Schedule I
hereto.
2. General
a. All of the provisions of this Plan shall be binding upon and inure
to the benefit of, and be enforceable by, the parties hereto and
their respective successors, but this Plan and the rights and
obligations of the parties hereunder shall not be assigned.
b. This Plan may be amended, superseded or terminated, and any of the
terms hereof may be waived, only by a written instrument
specifically stating that it amends, terminates or cancels this
Plan, or waives any of the terms hereof, executed by all parties or,
in the case of a waiver, by the party waiving compliance, and
subject to any approval by the Board of Directors or stockholders of
any of the parties that may be required by law.
[SIGNATURE PAGE IMMEDIATELY FOLLOWS]
IN WITNESS WHEREOF, the parties have executed this Plan of Merger on
the date first above written.
AURORA FOODS INC., a Delaware
corporation
By: /S/ XXXXXX X. XXXXXXXXX
---------------------------
Name: Xxxxxx X. Xxxxxxxxx
Title: Chief Restructuring Officer
PINNACLE FOODS HOLDING
CORPORATION, a Delaware corporation
By: /S/ N. XXXXXXX XXXX
-----------------------
Name: N. Xxxxxxx Xxxx
Title: Senior Vice-President
SCHEDULE I
ARTICLE III
