AGREEMENT AND PLAN OF MERGER AMONG JACUZZI BRANDS, INC., JUSI HOLDINGS, INC., RHÔNE SWEEP HOLDINGS LLC, RHÔNE SWEEP ACQUISITION LLC, RHÔNE SWEEP ACQUISITION INC. RHÔNE SWEEP ACQUISITION SUB LLC AND REXAIR HOLDINGS, INC. DATED MAY 8, 2005Agreement and Plan of Merger • May 10th, 2005 • Jacuzzi Brands Inc • Heating equip, except elec & warm air; & plumbing fixtures • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 8, 2005, is made by and among Rhône Sweep Holdings LLC, a Delaware limited liability company (“Parent”), Rhône Sweep Acquisition LLC, a Delaware limited liability company and wholly-owned subsidiary of Parent (“Holdco”), Rhône Sweep Acquisition Inc., a Delaware corporation and wholly-owned subsidiary of Holdco (“Sub”), Rhône Sweep Acquisition Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Sub (“Merger Subsidiary II”), Jacuzzi Brands, Inc., a Delaware corporation (“Jacuzzi”), JUSI Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Jacuzzi (“JUSI”) and Rexair Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of JUSI (the “Company”);
