EXHIBIT 2.1
AGREEMENT AND PLAN OF MERGER
MERGING
DRIL-QUIP, INC.
(A TEXAS CORPORATION)
WITH AND INTO
DRIL-QUIP, INC.
(A DELAWARE CORPORATION)
DATED: OCTOBER 13, 1997
AGREEMENT AND PLAN OF MERGER
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THIS AGREEMENT is executed as of October 13, 1997 by and between Dril-
Quip, Inc., a Texas corporation (the "Merging Corporation") and Dril-Quip, Inc.,
a Delaware corporation (the "Surviving Corporation"), which corporations are
hereinafter sometimes referred to collectively as the "Constituent
Corporations."
ARTICLE 1
RECITALS
Section 1.1. Organization of the Parties. The Merging Corporation
is a corporation duly organized and existing under the laws of Texas. The
Surviving Corporation is a corporation duly organized and existing under the
laws of Delaware.
Section 1.2. Merging Corporation's Capital Stock. The Merging
Corporation has authorized capital stock consisting of 15,000,000 shares of
common stock, $0.01 par value per share, of which 14,370,000 shares are now duly
issued and outstanding.
Section 1.3. Surviving Corporation's Capital Stock. The Surviving
Corporation has authorized capital stock consisting of 50,000,000 shares of
common stock, $0.01 par value per share, of which 1,000 shares are now duly
issued and outstanding, and 10,000,000 shares of preferred stock, $0.01 par
value per share, none of which are now issued and outstanding. All issued and
outstanding shares of capital stock of the Surviving Corporation are owned by
the Merging Corporation.
Section 1.4. Desire to Merge. The Merging Corporation and the
Surviving Corporation desire to effect a statutory merger of the Merging
Corporation with and into the Surviving Corporation in the manner herein set
forth, and the Board of Directors of the signatories hereto have duly adopted
resolutions by written consent approving this Agreement and Plan of Merger (this
"Agreement").
In consideration of the premises, and the mutual covenants and
agreements herein contained, it is hereby agreed by and among the parties hereto
that the Merging Corporation shall be merged with and into the Surviving
Corporation in accordance with the applicable provisions of the Delaware General
Corporation Law, as amended (the "DGCL") and the Texas Business Corporation Act,
as amended (the "TBCA") and upon the following terms and conditions:
ARTICLE 2
PARTIES TO PROPOSED MERGER
Section 2.1. The Merging Corporation. The name of the corporation
proposing to merge into the Surviving Corporation is Dril-Quip, Inc., a Texas
corporation.
Section 2.2. The Surviving Corporation. The name of the corporation
into which the Merging Corporation proposes to merge is Dril-Quip, Inc., a
Delaware corporation.
ARTICLE 3
TERMS AND CONDITIONS OF PROPOSED MERGER
AND MODE OF CARRYING IT INTO EFFECT
Section 3.1. General. At the Effective Time of the Merger (as
hereinafter defined and subject to the satisfaction of the conditions and
agreements set forth in Articles 5 and 6 hereto): (a) the Merging Corporation
shall merge into the Surviving Corporation, which shall survive the merger and
continue to be a Delaware corporation; (b) the Common Stock of the Surviving
Corporation outstanding at the Effective Time of the Merger shall be and remain
Common Stock of the Surviving Corporation in accordance with its terms; and (c)
the separate existence of the Merging Corporation shall cease.
Section 3.2. Effective Time of the Merger. The "Effective Time" of
the Merger with respect to the merger contemplated by this Agreement shall be
such time as the Secretary of State of the State of Texas has issued the
certificate of merger with respect to the Articles of Merger and the Certificate
of Ownership and Merger is filed with the Secretary of State of the State of
Delaware.
Section 3.3. Certificate of Incorporation. The certificate of
incorporation of the Surviving Corporation as in effect at the Effective Time
will continue in full force until amended as provided in that certificate or as
provided by law.
Section 3.4. Bylaws. The bylaws of the Surviving Corporation as in
effect at the Effective Time will continue in full force until amended as
provided in those bylaws or as provided by law.
Section 3.5. Directors and Officers. From and after the Effective
Time, until successors are duly elected or appointed in accordance with
applicable law, (i) the directors of the Surviving Corporation at the Effective
Time shall be the directors of the Surviving Corporation and (ii) the officers
of the Surviving Corporation at the Effective Time shall be the officers of the
Surviving Corporation.
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ARTICLE 4
MANNER AND BASIS OF CONVERTING
THE MERGING CORPORATION'S SHARES
Section 4.1. Conversion of Shares. At the Effective Time of the
Merger, by virtue of the Merger and without any action on the part of the holder
of the stock:
(a) each share of the capital stock of the Merging Corporation
that is held by the Merging Corporation or any subsidiary thereof as
treasury stock immediately prior to the Effective Time shall be canceled,
and no payment shall be made with respect thereto;
(b) subject to Section 4.3, each share of common stock of the
Merging Corporation outstanding immediately prior to the Effective Time
(other than shares referred to in clause (a)) shall be converted into the
right to receive one share of the common stock, par value $0.01 per share,
of the Surviving Corporation (the "Merger Consideration");
(c) each share of common stock of the Surviving Corporation
outstanding immediately prior to the Effective Time (all of which are owned
by the Merging Corporation) shall be canceled, and no payment shall be made
with respect thereto; and
Section 4.2. Surrender and Exchange of Shares.
(a) Promptly after the Effective Time, each certificate
representing shares of common stock of the Merging Corporation, other than
those held by Dissenting Shareholders (as defined in Section 4.3), will
thereafter represent a number of shares of common stock of the Surviving
Corporation equal to the number of shares specified on the certificate, and
will be exchanged for a new certificate upon presentation to the transfer
agent.
(b) Until surrendered in accordance with the terms hereof, each
certificate for shares of common stock of the Merging Corporation shall
after the Effective Time represent for all purposes only the right to
receive the Merger Consideration. Unless and until so surrendered, no
dividends or other distributions payable to the holders of common stock of
the Surviving Corporation, as to any time at or after the Effective Time,
will be paid to the holder of such outstanding certificates.
(c) If any portion of the Merger Consideration is to be issued to
a person other than the registered holder of the shares of the common stock
of the Merging Corporation represented by the certificate or certificates
surrendered in exchange therefor, it shall be a condition to such issuance
that any certificate or certificates so surrendered shall be properly
endorsed or otherwise be in proper form for transfer and that the person
requesting such issuance shall pay to the Surviving Corporation any
transfer or other taxes required as a result of such issuance to a person
other than the registered holder of such
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shares of the common stock of the Merging Corporation or establish to the
satisfaction of the Surviving Corporation that such tax has been paid or is
not payable.
(d) From and after the Effective Time, there shall be no further
registration of transfers on the books of the Merging Corporation of shares
of common stock of the Merging Corporation that were outstanding
immediately prior to the Effective Time.
Section 4.3. Dissenting Shares. Notwithstanding Section 4.1, shares
of the common stock of the Merging Corporation outstanding immediately prior to
the Effective Time and held by a holder who makes a written demand for the
payment of the fair value of such holder's shares in the manner provided under
the DGCL or TBCA (a "Dissenting Shareholder") shall not be converted into the
right to receive the Merger Consideration, unless such holder shall have failed
to perfect or shall have effectively withdrawn or lost his right to payment of
the fair value of his shares of the common stock of the Merging Corporation
under the DGCL or TBCA. If, after the Effective Time, such holder shall have
failed to perfect or shall have effectively withdrawn or lost his right to
payment of the fair value of his shares of the common stock of the Merging
Corporation under the DGCL or TBCA, such shares of the common stock of the
Merging Corporation shall be treated as if they had been converted as of the
Effective Time into the right to receive the Merger Consideration. The Merging
Corporation shall give the Surviving Corporation prompt notice of any objections
or demands received by the Merging Corporation from any shareholder exercising
his right to dissent, and, prior to the Effective Time, the Surviving
Corporation shall have the right to participate in all negotiations and
proceedings with respect thereto. Prior to the Effective Time, the Merging
Corporation shall not, except with the prior written consent of the Surviving
Corporation, make any payment with respect to, or settle or offer or agree to
settle, any such demands.
ARTICLE 5
APPROVALS AND TERMINATION
Section 5.1. Corporate Approvals. Pursuant to Article 5.03 of the
TBCA, this Agreement and related matters shall be submitted to the shareholders
of the Merging Corporation to vote or consent with respect thereto.
Section 5.2. Termination. At any time prior to the Effective Time
of the Merger, this Agreement may be terminated and abandoned by the Merging
Corporation by appropriate resolution of its Board of Directors. In the event
of such termination and abandonment, this Agreement shall become void and
neither the Merging Corporation nor the Surviving Corporation or their
respective shareholders, directors or officers may be held liable in respect to
such termination or abandonment.
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ARTICLE 6
MISCELLANEOUS
Section 6.1. Further Assurances. If at any time the Surviving
Corporation shall consider or be advised that any further assignment, assurance
or other action is necessary or desirable to vest in the Surviving Corporation
the title to any property or right of the Merging Corporation or otherwise to
carry out the purposes of this Agreement, the proper officers, directors or
representatives of the Merging Corporation shall execute and make all such
proper assignments or assurances and take such other actions. The proper
officers, directors or representatives of the Surviving Corporation are hereby
authorized in the name of the Merging Corporation, or otherwise, to take any and
all such action.
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EXECUTED as of the date first above written.
DRIL-QUIP, INC.
(a Texas corporation)
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Executive Vice President
DRIL-QUIP, INC.
(a Delaware corporation)
By:/s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Co-Chairman of the Board
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