AGREEMENT AND PLAN OF MERGER DATED AS OF JANUARY 17, 2005 AMONG PEM HOLDING CO., PN MERGER SUB, INC. AND PENN ENGINEERING & MANUFACTURING CORP.Agreement and Plan of Merger • January 27th, 2005 • PEM Holding Co. • Bolts, nuts, screws, rivets & washers • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 17, 2005 (this “Agreement”), among PEM Holding Co., a Delaware corporation (“Purchaser”), PN Merger Sub, Inc., a Delaware corporation (“Sub”), and Penn Engineering & Manufacturing Corp., a Delaware corporation (the “Company”).
OPTION AND VOTING AGREEMENT BY AND AMONG PEM HOLDING CO. AND THE PERSONS LISTED ON SCHEDULE I HERETO Dated as of January 17, 2005Option and Voting Agreement • January 27th, 2005 • PEM Holding Co. • Bolts, nuts, screws, rivets & washers • Delaware
FILING AGREEMENTFiling Agreement • January 27th, 2005 • PEM Holding Co. • Bolts, nuts, screws, rivets & washers
The undersigned, the Reporting Persons named in this Schedule 13D, hereby agree that this Schedule 13D is filed on a combined basis on behalf of each of them and that each Reporting Person is individually responsible for the timely filing of any amendments to this Schedule 13D. Each Reporting Person further agrees that it is responsible for the completeness and accuracy of the information concerning such Reporting Persons, respectively, contained in this Schedule 13D and that it is not responsible for the completeness or accuracy of the information concerning the other Reporting Persons.
