EXHIBIT 99.(2) AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
EXHIBIT 6 FIRST AMENDMENT TO RIGHTS AGREEMENT AMENDMENT made and entered into as of the 8th day of June, 1997, by and between Giddings & Lewis, Inc. (the "Company") and Firstar Trust Company (the "Rights Agent"), under the Rights Agreement dated as of...Rights Agreement • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment • Wisconsin
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE...The Merger Agreement • June 18th, 1997 • Giddings & Lewis Inc /Wi/ • Metalworkg machinery & equipment
THE MERGER AGREEMENT The following is a summary of the Merger Agreement, a copy of which is filed as an Exhibit to the Schedule 14D-1 on file with the Commission. Such summary is qualified in its entirety by reference to the Merger Agreement. THE OFFER. The Merger Agreement provides for the commencement of the Offer no later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer is subject, among other things, to the satisfaction of the Minimum Condition. Purchaser and Thyssen have agreed that no change in the Offer may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer or reduces the Minimum Condition; imposes conditions to the Offer in addition to those set forth in the Merger Agreement, or modifies or amends
