AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT among GLOBE SPECIALTY METALS, INC., GRUPO FERROATLÁNTICA, S.A.U., GRUPO VILLAR MIR, S.A.U., VELONEWCO LIMITED and GORDON MERGER SUB, INC. Dated as of May 5, 2015Business Combination Agreement • May 6th, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
Contract Type FiledMay 6th, 2015 Company Industry JurisdictionTHIS AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of May 5, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation (“GSM”), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“Grupo VM”), Grupo FerroAtlántica, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima and wholly-owned subsidiary of Grupo VM (“FA”), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM (“Holdco”), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”), amends and restates in its entirety that certain Business Combination Agreement, dated as of February 23, 2015 (the “Original BCA”, and such date, the “Original Execution Date”), by and among GSM, Grupo VM, FA, Holdco and Merger Sub.
BUSINESS COMBINATION AGREEMENT among GLOBE SPECIALTY METALS, INC., GRUPO FERROATLÁNTICA, S.A.U., GRUPO VILLAR MIR, S.A.U., VELONEWCO LIMITED and GORDON MERGER SUB, INC. Dated as of February 23, 2015Business Combination Agreement • February 23rd, 2015 • Globe Specialty Metals Inc • Primary smelting & refining of nonferrous metals • Delaware
Contract Type FiledFebruary 23rd, 2015 Company Industry JurisdictionTHIS BUSINESS COMBINATION AGREEMENT (this “Agreement”) is dated as of February 23, 2015, by and among Globe Specialty Metals, Inc., a Delaware corporation (“GSM”), Grupo Villar Mir, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima (“Grupo VM”), Grupo FerroAtlántica, S.A.U., a Spanish public limited liability company in the form of a sociedad anónima and wholly-owned subsidiary of Grupo VM (“FA”), Velonewco Limited, a private limited company incorporated under the laws of England and a wholly-owned subsidiary of Grupo VM (“Holdco”), and Gordon Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Holdco (“Merger Sub”).