AGREEMENT AND PLAN OF MERGER by and among NORTH AMERICAN STAINLESS, INC., WARHOL MERGER SUB, INC., HAYNES INTERNATIONAL, INC. and solely for the purposes of Section 9.14, ACERINOX, S.A. Dated as of February 4, 2024Merger Agreement • February 5th, 2024 • Haynes International Inc • Steel works, blast furnaces & rolling & finishing mills • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 4, 2024, by and among North American Stainless, Inc, a Delaware corporation (“Parent”), Warhol Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Haynes International, Inc., a Delaware corporation (the “Company”), and solely for the purposes of Section 9.14, Acerinox S.A., a Spanish sociedad anonima (“Guarantor”). Each of Parent, Merger Sub, the Company and, solely for the purposes of Section 9.14, Guarantor are sometimes referred to herein as a “Party.” All capitalized terms that are used in this Agreement have the respective meanings given to them in this Agreement.
