AGREEMENT AND PLAN OF MERGER by and among DRUM PARENT, INC., a Delaware corporation, ELECTRIC T&D HOLDINGS LLC, a Delaware limited liability company, CENTURI GROUP, INC., a Nevada corporation, ETDH MERGER SUB, INC., a Delaware corporation, and THE...Agreement and Plan of Merger • June 29th, 2021 • Southwest Gas Holdings, Inc. • Natural gas transmisison & distribution • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into on June 28, 2021, by and among Drum Parent, Inc., a Delaware corporation (the “Company”), Electric T&D Holdings LLC, a Delaware limited liability company (“Buyer”), Centuri Group, Inc., a Nevada corporation (“Parent”), ETDH Merger Sub, Inc., a Delaware corporation (“Merger Sub” and, together with the Company, the “Constituent Corporations”), and OCM Drum Investors, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Stockholders and Optionholders as set forth in this Agreement (in such capacity, the “Representative” and, together with the Company, Parent, Buyer, and Merger Sub, each individually a “Party” and collectively the “Parties”).
