AGREEMENT AND PLAN OF MERGER among BISHOP INFRASTRUCTURE II ACQUISITION COMPANY, INC. a Delaware corporation; BISHOP INFRASTRUCTURE III ACQUISITION COMPANY, INC. a Delaware corporation; and; WESTWAY GROUP, INC. a Delaware corporation; dated as of...Merger Agreement • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 20, 2012, by and among Westway Group, Inc., a Delaware corporation (the “Company”), Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”), and Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 9.01 hereof.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of December 20, 2012, among Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (“Parent”); Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); WESTWAY GROUP, INC., a Delaware corporation (the “Company”) (only with respect to Section 7 and Section 11 hereof and as a third-party beneficiary of Section 4(f)); and Francis P. Jenkins, Jr. (“Stockholder”).
PURCHASE AGREEMENT by and among E D & F MAN HOLDINGS LIMITED, WESTWAY GROUP, INC., WESTWAY HOLDINGS UK LIMITED, WESTWAY TERMINAL & FEED PRODUCTS CANADA INC., and WESTWAY HOLDINGS NETHERLANDS B.V. Dated December 20, 2012Purchase Agreement • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware
This PURCHASE AGREEMENT, dated as of December 20, 2012 (the “Agreement”), is by and among E D & F Man Holdings Limited, a limited liability company incorporated and registered in England and Wales with registered number 03909548 (“Buyer”), Westway Group, Inc., a Delaware corporation (“Westway Group”), Westway Holdings UK Limited, a limited liability company incorporated and registered in England and Wales with registered number 06689215 (“UK Holdings”), Westway Terminal & Feed Products Canada, Inc., a corporation organized under the laws of Canada (“Westway Canada”) and Westway Holdings Netherlands B.V., a limited liability company organized under the laws of the Netherlands (“Netherlands Holdings”), (Westway Group, UK Holdings, Westway Canada and Netherlands Holdings are sometimes hereinafter referred to separately as a “Seller” and collectively the “Sellers,” and Buyer and the Sellers are sometimes hereinafter referred to separately as a “Party” and collectively as the “Parties”).
LIMITED GUARANTEELimited Guarantee • December 24th, 2012 • Westway Group, Inc. • Grain mill products • Delaware
This Limited Guarantee is made by EQT Infrastructure II Limited Partnership, acting by its general partner EQT Infrastructure II GP B.V. (the General Partner), a limited partnership registered in England and Wales (Guarantor), in favor of Westway Group, Inc., a Delaware corporation (Guaranteed Party), as of December 20, 2012 (this Guarantee). Reference is hereby made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the Merger Agreement), by and among the Bishop Infrastructure II Acquisition Company, Inc., a Delaware corporation (Parent), Bishop Infrastructure III Acquisition Company, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (Merger Sub), and the Guaranteed Party, pursuant to which Merger Sub has agreed to (i) commence a tender offer for all of the outstanding Shares and all of the outstanding In-the-Money Warrants (the Offer), and (ii) if the Offer is complete
