0000950130-99-004076 Sample Contracts

AMONG RHI AG
Merger Agreement • July 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods • Delaware
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July 16, 1999 Dear Fellow Global Industrial Technologies Stockholder: On July 12, 1999, Global Industrial Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with RHI AG, an Austrian stock...
Merger Agreement • July 16th, 1999 • Global Industrial Technologies Inc • Abrasive, asbestos & misc nonmetallic mineral prods

On July 12, 1999, Global Industrial Technologies, Inc. (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with RHI AG, an Austrian stock corporation ("Parent"), and its wholly-owned indirect subsidiary Heat Acquisition Corp., a Delaware corporation ("Purchaser"), that provides for the acquisition of all of the shares of common stock, par value $0.25 per share, of the Company (the "Shares" or, individually, a "Share") by Purchaser at a price of $13.00 per Share net to the seller in cash. Under the terms of the proposed transaction, Purchaser has commenced a tender offer (the "Offer") for all outstanding Shares at a price of $13.00 per Share net to the seller in cash. The Offer is currently scheduled to expire at 12:00 midnight, New York City time, on August 12, 1999, unless extended. The completion of the Offer is conditioned on at least a majority of the outstanding Shares having been tendered and not withdrawn, Parent's obtaining arrangement of finan

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