AGREEMENT AND PLAN OF MERGER among FORTISUS INC., CASCADE ACQUISITION SUB INC., FORTIS INC. And CH ENERGY GROUP, INC. Dated as of February 20, 2012Merger Agreement • February 21st, 2012 • Ch Energy Group Inc • Electric & other services combined • New York
AGREEMENT AND PLAN OF MERGER, dated as of February 20, 2012 (this “Agreement”), by and among FortisUS Inc., a Delaware corporation (“Parent”), Cascade Acquisition Sub Inc., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), CH Energy Group, Inc., a New York corporation (the “Company”), and, solely for the purposes of Sections 5.3(b), 5.5(a) and 8.15, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador (“Ultimate Parent”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
