Agreement and Plan of Merger by and among Quanex Building Products Corporation, QSB Inc., Lauren Holdco Inc., Lauren International, Inc. and Kevin E. Gray as agent for the shareholders of the Lauren Holdco Inc. Dated as of January 31, 2011Merger Agreement • February 2nd, 2011 • Quanex Building Products CORP • Rolling drawing & extruding of nonferrous metals • Ohio
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of January 31, 2011 (the “Agreement Date”), by and among Quanex Building Products Corporation, a Delaware corporation (“Acquiror”), QSB Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Sub”), Lauren Holdco Inc., an Ohio corporation and wholly-owned subsidiary of Parent, Lauren International, Inc., an Ohio corporation, and Kevin E. Gray, solely in his capacity as agent for the Holdco Equity Holders (the “Holdco Equity Holders’ Agent”).
