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EXHIBIT 2.5
MERGER AGREEMENT
THIS MERGER AGREEMENT (this "Merger Agreement") is made as of
July 1, 1997, by and between NEENAH CORPORATION ("Neenah"), a Wisconsin
corporation, and NEENAH FOUNDRY COMPANY ("NFC"), a Wisconsin corporation and the
wholly owned subsidiary of Neenah.
RECITALS
A. The respective boards of directors of NFC and Neenah have
determined that the Merger is advisable and generally to the advantage of NFC
and Neenah and the respective shareholders of NFC and Neenah, and, by
resolutions duly adopted, have approved the Merger, including this Merger
Agreement.
B. The respective shareholders of NFC and the Neenah, by
resolutions duly adopted have approved the Merger, including this Merger
Agreement.
NOW, THEREFORE, in consideration of the Recitals and of the
mutual provisions, agreements and covenants herein contained, NFC and Neenah
hereby agree as follows:
1. The Merger. At the Effective Time, NFC shall be merged with
and into Neenah which shall be the surviving corporation pursuant to the
provisions of the Wisconsin Business Corporation Law (the "Surviving
Corporation").
2. Effective Time. Upon the filing of the Articles of Merger
with the Wisconsin Department of Financial Institutions, the Merger shall be
effective and the date and time of the filing of the Articles of Merger shall be
the "Effective Time" as that term is used herein.
3. Effect of Merger. At the Effective Time, the corporate
identity, existence, purposes, powers, franchises, rights and immunities of
Neenah shall continue in the Surviving Corporation unaffected and unimpaired by
the Merger and the corporate identity, existence, purposes, powers, franchises,
rights and immunities of NFC shall be merged into the Surviving Corporation and
the Surviving Corporation shall be fully vested therewith. The separate
existence of NFC, except insofar as otherwise specifically provided by law,
shall cease at the Effective Time whereupon NFC and the Surviving Corporation
shall be and become one single corporation.
4. Directors and Officers. The officers and directors of
Neenah in office immediately prior to the Effective Time shall be the officers
and directors of the Surviving Corporation and shall hold their respective
positions from and after the Effective Time until their successors have been
appointed or elected and qualified.
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5. Articles of Incorporation; Bylaws. The Articles of
Incorporation and Bylaws of Neenah in effect immediately prior to the Effective
Time shall be the Articles of Incorporation and Bylaws of the Surviving
Corporation except that Article I of the Articles of Incorporation of the
Surviving Corporation shall be amended to read as follows:
"The name of the corporation shall be Neenah
Foundry Company."
After the Effective Time, the Articles of Incorporation and Bylaws of the
Surviving Corporation may be amended in accordance with their terms and as
provided by applicable law.
6. Effect on Shares. The issued shares of NFC shall not be
converted in any manner, but each said share which is issued immediately prior
to the Effective Time shall, at the Effective Time, be surrendered and
extinguished.
7. Tax Consequences. The merger of NFC into Neenah is intended
to qualify as a tax-free liquidation under Section 332 of the Internal Revenue
Code of 1986, as amended.
8. Abandonment. The Merger may be abandoned at any time prior
to the Effective Time in which case this Merger Agreement shall be void and of
no further force and effect.
9. Miscellaneous. This Merger Agreement shall be governed by
and construed in accordance with the internal laws of the State of Wisconsin.
This Merger Agreement may be executed in one or more counterparts, each of which
shall be deemed to be an original, but all of which counterparts together
constitute a single instrument.
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IN WITNESS WHEREOF, this Merger Agreement has been executed by
duly authorized officers of the parties hereto on the date first above written.
NEENAH CORPORATION
By:
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Name:
Title:
Attest:
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--------------------, Secretary
NEENAH FOUNDRY COMPANY
By:
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Name:
Title:
Attest:
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--------------------, Secretary
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