WITNESSETH:Voting Agreement • August 18th, 2003 • Exe Technologies Inc • Services-computer programming services • Delaware
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 18th, 2003 • Exe Technologies Inc • Services-computer programming services • Delaware
AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of August 15, 2003 (this "Agreement"), by and among SSA GLOBAL TECHNOLOGIES, INC., a Delaware corporation ("Parent"), RUSH MERGER SUBSIDIARY, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and EXE TECHNOLOGIES, INC., a Delaware corporation (the "Company"). WITNESSETH: WHEREAS, Parent and the Company have each determined that it is in their respective best interests for Parent to acquire the Company, upon the terms and subject to the conditions set forth in this Agreement; WHEREAS, the Board of Directors of the Company (the "Company Board") (i) has determined that this Agreement and the transactions contemplated hereby, including the Merger and the Asset Purchase (as hereinafter defined), are fair to and in the best interests of the Company and the unaffiliated stockholders and its stockholders generally, (ii) approved and declared the advisability of this Agreement and the tra
