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EXHIBIT 2.1
AGREEMENT AND PLAN OF REORGANIZATION
This Agreement and Plan of Reorganization ("Agreement") dated
__________, 2001 is made and entered into by and between Genetronics Biomedical
Ltd., a British Columbia corporation (hereinafter called "Genetronics Canada"),
and Genetronics Biomedical Corporation., a Delaware corporation (hereinafter
called "Genetronics Delaware").
RECITALS
A. WHEREAS, the Board of Directors of the Genetronics Canada (the
"Board") has previously reviewed the potential benefits and costs associated
with a proposed continuation of Genetronics Canada from the Province of British
Columbia into the State of Delaware pursuant to the laws of the Province of
British Columbia and Section 388 of the Delaware General Corporation Law (such
transactions being referred to hereinafter as the "Reorganization") and has
authorized the preparation and distribution to the shareholders of Genetronics
Canada of materials soliciting approval of the Reorganization at an
Extraordinary General Meeting of the shareholders of Genetronics Canada;
B. WHEREAS, the Board has determined that based on available
information, the Reorganization is in the best interests of Genetronics Canada
and its shareholders;
C. WHEREAS, the Board has determined that it is in the best interest of
Genetronics Canada that it be continued from the Province of British Columbia
into the State of Delaware pursuant to the laws of the Province of British
Columbia and Section 388 of the Delaware General Corporation Law;
D. WHEREAS, the Reorganization will not result in any change to the
business or assets, liabilities, net worth or management of Genetronics Canada;
E. WHEREAS, upon the filing of the Certificate of Domestication with the
Secretary of State of the State of Delaware, the current share certificates
representing Genetronics Canada common shares will represent an equivalent
number of common shares of Genetronics Delaware;
F. WHEREAS, upon the filing of the Certificate of Domestication,
Genetronics Delaware shall assume all debts, contracts, liabilities, duties and
other obligations of the Genetronics Canada and shall be vested in all rights
with respect to the properties and other assets of the Genetronics Canada, such
properties and assets to remain subject to the rights of any creditors against,
or liens upon, the properties or assets of the Genetronics Canada that existed
immediately before the Reorganization;
G. WHEREAS, the Board of Genetronics Canada has approved the
Reorganization upon the terms and conditions hereinafter set forth and has
approved this Agreement; and
H. WHEREAS, the Reorganization is intended to qualify as a
"reorganization" within the meaning of Section 368(a)(1)(F) of the Internal
Revenue Code of 1986, as amended.
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NOW THEREFORE, in consideration of the covenants and agreements set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
AGREEMENT
1. Incorporation of Recitals. The recitals set forth above are hereby
incorporated into this Agreement in their entirety.
2. Filing of Certificate of Domestication. Upon receipt of necessary
shareholder approval and satisfaction of all applicable legal requirements,
Genetronics Canada shall file a Certificate of Domestication with the Secretary
of State of the State of Delaware whereby the current share certificates
representing shares of Genetronics Canada will represent an equivalent number of
common shares of Genetronics Delaware without other action by the shareholders.
3. Certain Effects of Reorganization. Upon filing of the Certificate of
Domestication with the Secretary of State of the State of Delaware, Genetronics
Delaware shall assume all debt, contracts, liabilities, duties and other
obligations of Genetronics Canada and Genetronics Delaware shall be vested in
all rights with respect to the properties and other assets of Genetronics
Canada, such properties and assets to remain subject to the rights of any
creditors against, or liens upon, the properties or assets of Genetronics Canada
that exist immediately before the Reorganization.
4. Binding Effect. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns,
except that neither party shall have the right to assign its rights or
obligations hereunder or any interest herein without the prior written consent
of the other party.
5. Severability. Each provision of this Agreement is intended to be
severable, and, if any term or provision of this Agreement is determined to be
illegal or invalid for any reason whatsoever, such illegality or invalidity
shall not affect the validity or legality of the remainder of this Agreement.
6. Counterparts. This Agreement may be signed in any number of
counterparts, each of which shall be an original and, when taken together, shall
constitute one agreement.
7. Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware, regardless of the law that
might otherwise govern under applicable principles of conflict of laws thereof.
8. Headings. The various Article, Section, and Paragraph headings in
this Agreement are included herein for convenience of reference only, do not
constitute a part of this Agreement for any other purpose, and shall not be
considered in interpreting this Agreement.
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IN WITNESS WHEREOF, this Agreement has been executed by Genetronics
Canada and Genetronics Delaware effective as of the date first above written.
GENETRONICS CANADA
By: _______________________________________
Its: ______________________________________
GENETRONICS DELAWARE
By: _______________________________________
Its: ______________________________________
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