EXHIBIT 2.1
AGREEMENT OF MERGER
Pursuant to this Agreement of Merger, dated as of the 9th day of
February, 2005, LHC Group, L.L.C., a Louisiana limited liability company, shall
be merged with and into LHC Group, Inc., a Delaware corporation.
SECTION 1
DEFINITIONS
1.1 Effective Time. "Effective Time" shall mean the date and time
on which the Merger contemplated by this Agreement of Merger becomes effective
pursuant to the laws of the State of Delaware and the State of Louisiana, as
determined in accordance with Section 2.2 of this Agreement of Merger.
1.2 Surviving Corporation. "Surviving Corporation" shall refer to
LHC Group, Inc., a Delaware corporation.
1.3 Merging Company. "Merging Company" shall refer to LHC Group,
L.L.C., a Louisiana limited liability company.
1.4 Merger. "Merger" shall refer to the merger of the Merging
Company with and into the Surviving Corporation as provided in Section 2.1 of
this Agreement of Merger.
SECTION 2
TERMS OF MERGER
2.1 Merger. Subject to the terms and conditions of this Agreement
of Merger, at the Effective Time, the Merging Company shall be merged with and
into the Surviving Corporation in accordance with applicable law. LHC Group,
Inc. shall be the Surviving Corporation resulting from the Merger and shall
continue to exist and to be governed by the laws of the State of Delaware under
the name "LHC Group, Inc." The Merger shall be consummated pursuant to the terms
of this Agreement of Merger, which has been approved by the Members and Board of
Directors of the Merging Company and the sole director and stockholder of the
Surviving Corporation.
2.2 Effective Time. The Merger contemplated by this Agreement of
Merger shall be effective at 11:59 p.m. EST on February 9, 2005.
2.3 Certificate of Incorporation. The Certificate of Incorporation
of the Surviving Corporation as it exists at the Effective Time shall remain in
full force and effect after the Effective Time and shall not be amended by
virtue of the Merger.
2.4 Bylaws. The Bylaws of the Surviving Corporation as they exist
at the Effective Time shall remain in full force and effect after the Effective
Time and shall not be amended by virtue of the Merger.
2.5 Board of Directors. The Board of Directors of the Surviving
Corporation immediately prior to the Merger shall remain the same from and after
the Effective Time and shall be unaffected by the Merger.
2.6 Officers. The officers of the Surviving Corporation
immediately prior to the Merger shall remain the same from and after the
Effective Time and shall be unaffected by the Merger.
SECTION 3
MANNER OF CONVERTING MEMBERSHIP INTERESTS AND SHARES
All of the shares of Common Stock of the Surviving Corporation issued
and outstanding at the Effective Time shall be cancelled and retired as of the
Effective Time, and no consideration shall be issued in exchange therefore. The
manner and basis of converting the membership interests of the Merging Company
and issuance of capital stock of the Surviving Corporation therefor upon
consummation of the Merger shall be as follows:
3.1 Merging Company Membership Interests. Each two membership
interests of the Merging Company issued (including, without limitation, shares
held by the Merging Company) at the Effective Time shall, as of the Effective
Time, by virtue of the Merger and without any action on the part of the holder
thereof, be converted into and exchanged for three shares of the $0.01 par value
Common Stock ("Common Stock") of the Surviving Corporation (the "Exchange
Ratio"). No fractional shares will be issued in the Merger. Each fractional
share less than one-half of a share shall be rounded down to the nearest whole
share and each fractional share equal to or greater than one-half of a share
shall be rounded up to the nearest whole share. Any options, warrants or other
equity rights to purchase or convert into membership interests of the Merging
Company that are outstanding as of the Effective Time shall be converted into
and exchanged for options, warrants or other equity rights to purchase or
convert into shares of Common Stock of the Surviving Corporation on identical
terms and conditions as in effect immediately prior to the Effective Time;
provided, however, that the number of shares of Common Stock underlying such
options, warrants or equity rights and the exercise price, if applicable, shall
be adjusted in proportion to the Exchange Ratio.
3.2 Anti-Dilution Provisions. In the event the Merging Company
changes the number of its membership interests issued and outstanding prior to
the Effective Time as a result of a split, dividend or similar recapitalization
and the record date therefor is prior to the Effective Time, the Exchange Ratio
pursuant to Section 3.1 of this Agreement of Merger and the number of shares of
Common Stock of the Surviving Corporation issuable upon conversion thereof shall
be proportionately adjusted.
SECTION 4
DELIVERY OF CONSIDERATION
After the Effective Time, each holder of membership interests of the
Merging Company issued and outstanding at the Effective Time shall surrender the
certificate or certificates representing such membership interests (if
applicable) to the Surviving Corporation and shall
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promptly upon surrender receive in exchange therefor the consideration provided
in Section 3 of this Agreement of Merger. The certificate or certificates
representing membership interests of the Merging Company so surrendered shall be
duly endorsed as the Surviving Corporation may require. In the event any former
holders of membership interests of the Merging Company were issued certificates
representing such membership interests, the Surviving Corporation shall not be
obligated to deliver the consideration to which such former holder of membership
interests of the Merging Company is entitled as a result of the merger until
such holder surrenders his/her or its certificate or certificates representing
the membership interests of the Merging Company for exchange as provided in this
Section 4. However, upon surrender of such certificate or certificates, the
stock certificate of the Surviving Corporation shall be delivered with respect
to each share represented by such certificate. After the Effective Time, each
outstanding certificate that represented membership interests of the Merging
Company prior to the Effective Time shall be deemed for all corporate purposes
to evidence only the right of the holder thereof to receive the consideration
provided in Section 3 of this Agreement of Merger in exchange therefor.
SECTION 5
FURTHER ASSURANCES
Each party to this Agreement of Merger agrees to do such things as may
be reasonably required by the other party in order more effectively to
consummate or document the transactions contemplated by this Agreement of
Merger.
SECTION 6
MISCELLANEOUS
6.1 Termination. This Agreement of Merger may be terminated at any
time prior to the Effective Time by the parties hereto.
6.2 Amendments. To the extent permitted by law, this Agreement of
Merger may be amended upon the approval of the Board of Directors of each of the
parties hereto; provided, however, that the provisions of Section 3 of this
Agreement of Merger relating to the manner or basis in which the membership
interests of the Merging Company will be exchanged for Common Stock of the
Surviving Corporation shall not be amended after approval of this Agreement of
Merger by the members of the Merging Company and the sole stockholder of the
Surviving Corporation without the approval of the holders of at least a majority
of the issued and outstanding membership interests of the Merging Company and
the sole stockholder of the Surviving Corporation.
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IN WITNESS WHEREOF, the undersigned business entities have caused this
Agreement of Merger to be executed by their duly authorized agents as of the
date first above written.
MERGING COMPANY:
LHC GROUP, L.L.C.
By: /s/ Xxxx Xxxxx
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Name: Xxxx Xxxxx
Title: Senior Vice President
and Chief Executive Officer
SURVIVING CORPORATION:
LHC GROUP, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: President and Chief Executive
Officer
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