0001193125-06-123167 Sample Contracts

Standard Contracts

THE TRANSACTIONS
Merger Agreement • June 2nd, 2006 • Rexnord Corp • General industrial machinery & equipment

On May 22, 2006, RBS Global, Inc. (the “Company”) entered into an agreement and plan of merger (the “merger agreement”) with Chase Acquisition I, Inc. (“Holdings”), Chase Merger Sub, Inc., a wholly-owned subsidiary of Holdings (the “merger sub”), and TC Group, L.L.C. Holdings and the merger sub were formed and are controlled by Apollo Management, L.P. (together with its affiliates, “Apollo”). Pursuant to the merger agreement, (i) the merger sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Holdings, and (ii) affiliates of The Carlyle Group (our chief equity sponsor) and certain of our other securityholders will receive cash consideration of approximately $1,012.8 million, subject to adjustment as provided in the merger agreement. We refer herein to such merger and payment of merger consideration as the “Acquisition.” Upon consummation of the Acquisition, substantially all of the outstanding common stock of Holdings will be owned by Apo

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