Common Contracts
38 similar Merger Agreement contracts by Paravant Inc, American Medserve Corp, Beauticontrol Inc, others
FOTOBALL USA, INC. 6740 COBRA WAY SAN DIEGO, CALIFORNIA 92121Merger Agreement • December 10th, 2003 • Fotoball Usa Inc • Sporting & athletic goods, nec
We are pleased to inform you that, on November 25, 2003, Fotoball USA, Inc. (the "Company") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement") with K2 Inc. ("K2") and Boca Acquisition Sub, Inc. ("Acquisition Sub"), a newly formed corporation and wholly owned subsidiary of K2. Pursuant to the Merger Agreement, K2 has commenced an offer to acquire each issued and outstanding share of common stock, $0.01 par value, of the Company, including the associated preferred share purchase rights (the "Shares") in exchange for 0.2757 of a share of common stock, par value $1.00 per share, of K2 (including the associated preferred share purchase rights). If the exchange offer is successful, Acquisition Sub will thereafter be merged with and into the Company, with the Company surviving the merger and all of our Shares then-outstanding (other than Shares held by K2, Acquisition Sub or the Company or stockholders who properly exercise appraisal rights, if any, under
October 31, 2002Merger Agreement • November 6th, 2002 • Paravant Inc • Electronic computers
November 4, 2002Merger Agreement • November 6th, 2002 • Paravant Inc • Electronic computers
As you know, Paravant Inc. (the "Company") has entered into an Agreement and Plan of Merger, dated as of October 23, 2002 (the "Merger Agreement"), by and among the Company, DRS Technologies, Inc., a Delaware corporation ("DRS"), and Prince Merger Corporation, a Florida corporation and a wholly owned subsidiary of DRS ("Purchaser"), pursuant to which Purchaser has made an offer to purchase (the "Offer"), all of the outstanding shares of the Company's common stock, par value $0.015 per share (the "Common Stock"), for $4.75 per share. After the expiration of the Offer, subject to the satisfaction or waiver of certain conditions, Purchaser will be merged into the Company and all the then-outstanding shares of Common Stock will automatically be converted into the right to receive $4.75 per share in cash. After the merger, the Company will become a wholly owned subsidiary of DRS.
EXHIBIT (a)(2) [ODWALLA LETTERHEAD] NOVEMBER 6, 2001 Dear Shareholder: We are pleased to inform you that on October 29, 2001, Odwalla, Inc. ("Odwalla"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Coca-Cola Company...Merger Agreement • November 6th, 2001 • Odwalla Inc • Canned, fruits, veg, preserves, jams & jellies
We are pleased to inform you that on October 29, 2001, Odwalla, Inc. ("Odwalla"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with The Coca-Cola Company ("TCCC"), a Delaware corporation, and TCCC Acquisition Corp. (formerly known as Perry Phillip Corp.), a California corporation and a wholly-owned subsidiary of TCCC (the "Offeror"). The Merger Agreement provides for the acquisition of Odwalla by TCCC at a price of $15.25 per share of Odwalla's common stock ("Common Stock").
Logo] July 13, 2001Merger Agreement • July 13th, 2001 • Full Line Distributors Inc • Wholesale-apparel, piece goods & notions
Exhibit (a)(1)(D) [Lowrance Electronics, Inc. Letterhead] January 16, 2001 Dear Stockholder: We are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Merger Agreement • January 16th, 2001 • Lowrance Electronics Inc • Search, detection, navagation, guidance, aeronautical sys
We are pleased to inform you that on January 4, 2001, Lowrance Electronics, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cobra Electronics Corporation, a Delaware corporation ("Parent"), and Blue Marlin, Inc. ("Purchaser"), a Delaware corporation and wholly owned subsidiary of Parent, which provides for the acquisition of the Company by Parent. Under the terms of the Merger Agreement, Purchaser today commenced a tender offer (the "Offer") to purchase all of the Company's outstanding shares of common stock (the "Shares") at a price of $8.25 per Share in cash. Following the successful completion of the Offer, Purchaser will be merged with the Company (the "Merger"), and all outstanding Shares not purchased in the Offer will receive in the Merger the same $8.25 per Share in cash consideration. The Offer is subject to certain conditions, including the conditions that (i) at the expiration of the Offer there shall have been validly tendered
Exhibit 99.(a)(5) [LOGO]Merger Agreement • October 23rd, 2000 • Specialty Equipment Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
On behalf of the Board of Directors of Specialty Equipment Companies, Inc. (the "Company"), I am pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of October 13, 2000 (the "Merger Agreement"), with United Technologies Corporation ("UTC") and Solar Acquisition Corp., a wholly owned subsidiary of UTC ("Purchaser"). Pursuant to the Merger Agreement, Purchaser has commenced a cash tender offer (the "Offer") to purchase all of the outstanding shares of the Company's common stock (the "Shares") at a purchase price of $30.50 per Share, net to the seller in cash, without interest. The Offer, if consummated, is to be followed by a merger of Purchaser into the Company in which each Share not purchased in the Offer will be converted into the right to receive the same cash consideration paid per Share as is paid to stockholders in the Offer.
October 6, 2000 7 Mercedes Drive Montvale, New Jersey 07645 To Our Shareholders: We are pleased to inform you that on September 25, 2000, Bush Boake Allen Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Merger Agreement • October 6th, 2000 • Bush Boake Allen Inc • Industrial organic chemicals
Exhibit 3 BeautiControl, Inc. 2121 Midway Road Carrollton, Texas 75006 September 20, 2000 To Our Stockholders: I am pleased to inform you that, on September 13, 2000, BeautiControl, Inc. (the "Company") entered into an Agreement and Plan of Merger...Merger Agreement • September 20th, 2000 • Beauticontrol Inc • Perfumes, cosmetics & other toilet preparations
EXHIBIT 4 [LOGO OF SPLASH TECHNOLOGY] September 14, 2000 Dear Stockholders: We are pleased to inform you that, on August 30, 2000, Splash Technology Holdings, Inc. ("Splash") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Merger Agreement • September 14th, 2000 • Splash Technology Holdings Inc • Computer peripheral equipment, nec
We are pleased to inform you that, on August 30, 2000, Splash Technology Holdings, Inc. ("Splash") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Electronics For Imaging, Inc. ("EFI") and Vancouver Acquisition Corp., EFI's wholly-owned subsidiary, providing for the acquisition of Splash. Pursuant to the Merger Agreement, Vancouver Acquisition Corp. has commenced a tender offer for all the outstanding shares of Splash's common stock at $10.00 per share, net to the sellers in cash (the "Offer").
LOGO] July 17, 2000Merger Agreement • July 17th, 2000 • Canisco Resources Inc • Construction - special trade contractors
June 30, 2000 Dear Stockholders: We are pleased to inform you that, on June 28, 2000, UTILX Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with InfrastruX Group, Inc. ("InfrastruX Group") and...Merger Agreement • June 30th, 2000 • Utilx Corp • Water, sewer, pipeline, comm & power line construction
We are pleased to inform you that, on June 28, 2000, UTILX Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with InfrastruX Group, Inc. ("InfrastruX Group") and InfrastruX Acquisition, Inc., InfrastruX Group, Inc.'s wholly-owned subsidiary, providing for the acquisition of the Company. Pursuant to the Merger Agreement, InfrastruX Acquisition, Inc. has commenced a tender offer for all of the outstanding shares of the Company's common stock (the "Shares") at $6.125 per Share, net to the sellers in cash (the "Offer"). InfrastruX Group, Inc. is a wholly-owned subsidiary of Puget Sound Energy, Inc.
March 22, 2000 Dear Fellow Stockholders: We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank...Merger Agreement • March 27th, 2000 • Prism Financial Corp • Mortgage bankers & loan correspondents
We are pleased to inform you that on March 10, 2000, Prism Financial Corporation ("Prism") entered into a Merger Agreement (the "Merger Agreement") with Royal Bank of Canada, a Canadian commercial bank ("Parent"), and Prism Acquisition Subsidiary, Inc. (f/k/a Rainbow Acquisition Subsidiary, Inc.), a Delaware corporation and a wholly owned, indirect subsidiary of Parent ("Purchaser"), pursuant to which Purchaser has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of Prism common stock, par value $.01 per share (the "Shares"), together with the associated rights to purchase preferred stock pursuant to the Rights Agreement, dated as of January 27, 2000, between Prism and LaSalle Bank National Association, as Rights Agent, for $7.50 per Share in cash. Under the Merger Agreement and subject to the terms thereof, following the Offer, Purchaser will be merged with and into Prism (the "Merger") and all Shares not purchased in the Offer (other than Shares
Exhibit (a)(1) [SYNTHETIC INDUSTRIES, INC. LETTERHEAD] November 12, 1999 Dear Stockholder: On November 5, 1999, Synthetic Industries, Inc. (the "Company") entered into a merger agreement with SIND Holdings, Inc. ("Parent"), a company organized by...Merger Agreement • November 12th, 1999 • Sind Acquisition Inc • Textile mill products
On November 5, 1999, Synthetic Industries, Inc. (the "Company") entered into a merger agreement with SIND Holdings, Inc. ("Parent"), a company organized by Investcorp, a global investment group, and SIND Acquisition, Inc. ("Purchaser"), a wholly owned subsidiary of Parent.
September 24, 1999 To Our Shareholders: I am pleased to inform you that Furon Company (the "Company") has entered into an Agreement and Plan of Merger dated as of September 18, 1999 (the "Merger Agreement") providing for the acquisition of the Company...Merger Agreement • September 24th, 1999 • Furon Co • Gaskets, packg & sealg devices & rubber & plastics hose
July 16, 1999 To our Stockholders: On July 12, 1999, Royal Group Inc. ("Royal US"), a Delaware corporation and a wholly owned subsidiary of Royal & Sun Alliance Insurance Group plc ("Royal plc"), NTG Acquisition Corp., a Delaware corporation and a...Merger Agreement • July 16th, 1999 • Orion Capital Corp • Surety insurance
June 25, 1999Merger Agreement • June 25th, 1999 • Durakon Industries Inc • Motor vehicle parts & accessories
PAMIDA HOLDINGS CORPORATION 8800 "F" Street Omaha, Nebraska 68127 May 17, 1999 Dear Stockholders: We are pleased to inform you that our Company has entered into an Agreement and Plan of Merger, dated as of May 10, 1999 (the "Merger Agreement"), with...Merger Agreement • May 17th, 1999 • Pamida Holdings Corp/De/ • Retail-variety stores
Exhibit 99(a)(7) May 7, 1999 Dear Stockholder: We are pleased to inform you that on April 29, 1999, Market Facts, Inc. (the "Company") and Aegis Group plc ("Aegis") entered into an Agreement and Plan of Merger (the "Merger Agreement") which provides...Merger Agreement • May 6th, 1999 • Market Facts Inc • Services-engineering, accounting, research, management
LOGO] December 17, 1998 Dear Stockholder: I am pleased to inform you that on December 11, 1998, Cellular Communications International, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Kensington...Merger Agreement • December 17th, 1998 • Cellular Communications International Inc • Radiotelephone communications
LOGO OF STEEL OF WEST VIRGINIA APPEARS HERE] November 17, 1998 To the Shareholders of Steel of West Virginia, Inc.: We are pleased to inform you that on November 10, 1998, Steel of West Virginia, Inc. (the "Company") entered into an Agreement and Plan...Merger Agreement • November 17th, 1998 • Steel of West Virginia Inc • Steel works, blast furnaces & rolling mills (coke ovens)
RECITALSMerger Agreement • November 13th, 1998 • Precept Business Services Inc • Wholesale-paper & paper products • Texas
1 EXHIBIT 99.(a)(3) [BERG LOGO] September 2, 1998 To Our Stockholders: On behalf of the Board of Directors of Berg Electronics Corp. (the "Company"), I am pleased to inform you that on August 27, 1998, the Company entered into an Agreement and Plan of...Merger Agreement • September 2nd, 1998 • Berg Electronics Corp /De/ • Electronic connectors
August 14, 1998 To the Shareholders of Liberty Technologies, Inc.: We are pleased to inform you that on August 11, 1998, Liberty Technologies, Inc. ("Liberty" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Merger Agreement • August 14th, 1998 • Liberty Technologies Inc • Measuring & controlling devices, nec
EXHIBIT 10.12 November 28, 1997 Mr. Allen Karp President and Chief Executive Officer Cineplex Odeon Corporation 1303 Yonge Street Toronto, Ontario M4T 2Y9 Dear Mr. Karp: This Agreement is being entered into with you in contemplation of the proposed...Merger Agreement • July 29th, 1998 • Loews Cineplex Entertainment Corp • Services-motion picture theaters • Ontario
EXHIBIT (a)(10) GLOBAL MOTORSPORT GROUP, INC. July 13, 1998 Dear Stockholder: On behalf of the Board of Directors of Global Motorsport Group, Inc. (the "Company"), I am pleased to inform you that the Company has entered into an Amended and Restated...Merger Agreement • July 13th, 1998 • Global Motorsport Group Inc • Wholesale-motor vehicle supplies & new parts
LOGO] June 16, 1998 To the Stockholders of PLENUM PUBLISHING CORPORATION: We are pleased to inform you that on June 10, 1998, Plenum Publishing Corporation ("Plenum" or the "Company") entered into an Agreement and Plan of Merger (the "Merger...Merger Agreement • June 16th, 1998 • Plenum Publishing Corp • Periodicals: publishing or publishing & printing
1 HEIN-WERNER LOGO MAY 4, 1998 Dear Shareholders: On behalf of the Board of Directors of Hein-Werner Corporation (the "Company"), I am pleased to inform you that on April 27, 1998 the Company entered into a definitive Agreement and Plan of Merger (the...Merger Agreement • May 4th, 1998 • Hein Werner Corp • Special industry machinery, nec
EXHIBIT 7 SUN COAST INDUSTRIES, INC. 2700 SOUTH WESTMORELAND DALLAS, TEXAS 75233 FEBRUARY 3, 1998 To Our Stockholders: We are pleased to inform you that on January 28, 1998, Sun Coast Industries, Inc. (the "Company") entered into an Agreement and Plan...Merger Agreement • February 3rd, 1998 • Sun Coast Industries Inc /De/ • Plastics products, nec
1 [AMC Logo] August 14, 1997 To the Stockholders of American Medserve Corporation: We are pleased to inform you that on August 7, 1997, American Medserve Corporation (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement")...Merger Agreement • August 14th, 1997 • American Medserve Corp • Wholesale-drugs, proprietaries & druggists' sundries
EXHIBIT 3 July 29, 1997 Dear Stockholder: I am pleased to inform you that on July 23, 1997, Nellcor Puritan Bennett Incorporated ("NPB") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Mallinckrodt Inc. ("Mallinckrodt") and...Merger Agreement • July 29th, 1997 • Nellcor Puritan Bennett Inc • Electromedical & electrotherapeutic apparatus
July 8, 1997 [KERR LOGO] Kerr Group, Inc. 500 New Holland Avenue Lancaster, PA 17602 To Our Stockholders: We are pleased to inform you that on July 1, 1997, Kerr Group, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger...Merger Agreement • July 8th, 1997 • Kerr Group Inc • Plastics products, nec
s/ John A. Bardis John A. Bardis President and Chief Executive Officer TheraTx, Inc. . 1105 Sanctuary Parkway . Suite 100 . Alpharetta, Ga 30201 . 770-569-1840 . FAX 569-4499 . 1-800-THERATXMerger Agreement • February 14th, 1997 • Theratx Inc /De/ • Services-skilled nursing care facilities
1 EXHIBIT 99.15 [On Tylan Letterhead] December 20, 1996 To Our Stockholders: I am pleased to inform you that Tylan General, Inc. ("Tylan General"), Millipore Corporation ("Millipore") and MCTG Acquisition Corp. ("Purchaser"), a wholly owned subsidiary...Merger Agreement • December 20th, 1996 • Tylan General Inc • Industrial instruments for measurement, display, and control
October 23, 1996 Dear Triad Stockholders: I am pleased to inform you that, on October 17, 1996, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cooperative Computing, Inc. ("CCI") and CCI Acquisition Corp., an...Merger Agreement • October 23rd, 1996 • Triad Systems Corp • Services-computer integrated systems design
