AGREEMENT AND PLAN OF MERGER dated as of June 29, 2005 by and among SQUARE D COMPANY SCHNEIDER ELECTRIC SA HERA ACQUISITION CORP. and JUNO LIGHTING, INC.Merger Agreement • July 1st, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 29, 2005, is by and among Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), Juno Lighting, Inc., a Delaware corporation (the “Company”), and solely for the purposes of Article IV and Section 9.12 of this Agreement, Schneider Electric SA (“Guarantor”).
Termination Agreement June 29, 2005Termination Agreement • July 1st, 2005 • Juno Lighting Inc • Electric lighting & wiring equipment
As you are aware, simultaneously with entering into this Termination Agreement, the Company has entered into that certain Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), with Square D Company, a Delaware corporation (“Parent”), Hera Acquisition Corp., a wholly-owned subsidiary of Parent (“Merger Sub”), and solely for the purposes of Article IV and Section 9.12 therein, Schneider Electric SA. Under Section 7.02(f) of the Merger Agreement, the Management Services Agreement shall be terminated and of no further effect no later than the Effective Time (as defined in the Merger Agreement). All capitalized terms not otherwise defined herein shall have the meanings given to them in the Merger Agreement.
