EXHIBIT 2.1
February 18, 2000
TransFinancial Holdings, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, XX 00000
Attn: Xx. Xxxxxx Xxxx
RE: Agreement and Plan of Merger dated October 19, 1999 (the "Agreement")
between TransFinancial Holdings, Inc. ("TransFinancial") and COLA
Acquisitions, Inc. ("COLA Acquisitions")
Dear Xxxxxx:
COLA Acquisitions has received the attached letter from LaSalle Bank, N.A.
("LaSalle") in which LaSalle terminates its commitment to finance the proposed
acquisition due to the operating results of TransFinancial. In light of this
development and the corresponding inability to satisfy the closing condition
contained in Article 7.2.4 of the Agreement, COLA Acquisitions believes it to be
appropriate and in the best interests of all concerned that the Agreement be
terminated by mutual consent pursuant to Article 8.1(a) thereof.
If TransFinancial, acting through its Special Committee of Independent
Directors, acknowledges the above and agrees to termination pursuant to Article
8.1(a), please sign a copy of this letter where indicated below.
Very truly yours,
COLA ACQUISITIONS, INC.
By: /s/ Xxxxxxx X. X'Xxxx
Name: Xxxxxxx X. X'Xxxx
Title: President
Xx. Xxxxxx Xxxx
February 18, 2000
Page 2
ACKHOWLEDGED AND AGREED:
TRANSFINANCIAL HOLDINGS, INC.
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
Title: Chairman - Special Committee of Independent Directors
Date: February 18, 2000
cc: Xx. Xxxx X. Xxxxxxxxx
Xx. Xxxxxxx X. Xxxxxxx
LASALLE BANKS
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxx, Xxxx 00000
(000) 000-0000
Fax: (000) 000-0000
Email: xxxxx.xxxxxx@xxxxxxx.xxx
Xxxxx X. Xxxxxx
Vice President
February 18, 2000
Xx. Xxxxxxx X. X'Xxxx
Cola Acquisitions, Inc.
Transfinancial Holdings, Inc.
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxx, Xxxxxx 00000
Dear Xxx:
On November 23, 1999 LaSalle Bank provided a commitment for credit
facilities to Cola Acquisitions, Inc., TransFinancial Holdings, Inc.,
Xxxxxx Cartage Company and Specialized Transport, Inc.
You have advised us of TransFinancial's condition as of December 31,
1999. Upon our review of the unaudited results for the fiscal year-
end, we conclude that a material adverse change has occurred.
Accordingly, we hereby terminate our commitment.
Sincerely,
/s/ Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
Member of the ABN AMFIC Group
