AGREEMENT AND PLAN OF MERGER by and among CASCADE CORPORATION, TOYOTA INDUSTRIES CORPORATION and INDUSTRIAL COMPONENTS AND ATTACHMENTS II, INC. Dated as of October 22, 2012Merger Agreement • November 1st, 2012 • Cascade Corp • Industrial trucks, tractors, trailors & stackers • Oregon
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 22, 2012, is by and among Toyota Industries Corporation, a corporation formed under the laws of Japan (“Parent”), Industrial Components and Attachments II, Inc., a corporation formed under the laws of the State of Delaware and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Cascade Corporation, a corporation formed under the laws of the State of Oregon (the “Company”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • November 1st, 2012 • Cascade Corp • Industrial trucks, tractors, trailors & stackers • Oregon
This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of October 22, 2012, by and among Toyota Industries Corporation, a corporation formed under the laws of Japan (“Parent”), Industrial Components and Attachments II, Inc., a corporation formed under the laws of Delaware and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons listed on Schedule A hereto (collectively, the “Company Shareholders” and each, a “Company Shareholder”) of Cascade Corporation, a corporation formed under the laws of the state of Oregon (the “Company”). Any capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to such terms in the Merger Agreement, as defined herein.
JOINT FILING AGREEMENTJoint Filing Agreement • November 1st, 2012 • Cascade Corp • Industrial trucks, tractors, trailors & stackers
This confirms the agreement by and between the undersigned that the Statement on Schedule 13D (the “Statement”) filed on or about this date with respect to the common stock, par value $.50, of Cascade Corporation, an Oregon corporation, is being filed on behalf of each of the undersigned.
