Exhibit
2.1
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN OF
MERGER ("Agreement") dated as of April 10 , 2006, by and
among Boston Edison Company, a Massachusetts utility corporation
("Boston Edison"), Commonwealth Electric Company, a Massachusetts
utility corporation ("CEC"), Cambridge Electric Light Company, a
Massachusetts utility corporation ("Cambridge"), and Canal Electric
Company, a Massachusetts utility corporation ("Canal").
WITNESSETH:
WHEREAS, Boston Edison
has an authorized capitalization consisting of (i) 100,000,000
shares of common stock, par value $1.00 per share ("Boston Edison
Common Stock"), of which 75 shares are issued and outstanding; (ii)
2,660,000 shares of cumulative preferred stock, par value $100.00
per share ("Boston Edison Preferred Stock"), 430,000 shares of
which (consisting of shares of two separate series) are issued and
outstanding; and (iii) 8,000,000 shares of preference stock, par
value $1.00 per share ("Boston Edison Preference Stock"), of which
no shares are issued and outstanding;
WHEREAS, CEC has an
authorized capitalization consisting of) 2,043,972 shares of common
stock, par value $1.00 per share ("CEC Common Stock"), all of which
shares are issued and outstanding;
WHEREAS, Cambridge has
an authorized capitalization consisting of 346,600 shares of common
stock, par value $1.00 per share ("Cambridge Common Stock"), all of
which shares are issued and outstanding;
WHEREAS, Canal has an
authorized capitalization consisting of 1,523,000 shares of common
stock, par value $1.00 per share ("Canal Common Stock"), all of
which shares are issued and outstanding; and
WHEREAS, the Boards of
Directors of the respective parties hereto deem it advisable and in
the best interests of CEC, Cambridge and Canal, and their
respective stockholders to merge CEC, Cambridge and Canal with and
into Boston Edison (the "Merger") in accordance with Section 96 of
Chapter 164 of the Massachusetts General Laws and pursuant to this
Agreement and the Articles of Merger attached hereto as Annex
I and incorporated herein (the "Articles"), whereby the holders of
shares of CEC Common Stock, Cambridge Common Stock and Canal Common
Stock will exchange their shares for Boston Edison Common
Stock;
NOW, THEREFORE, in
consideration of the premises and the representations, warranties
and agreements herein contained, the parties hereto agree that CEC,
Cambridge and Canal shall be merged with into Boston Edison, which
shall be the corporation surviving the Merger, and that the terms
and conditions of the Merger, the mode of carrying it into effect,
and the manner of converting and exchanging shares shall be as
follows:
ARTICLE
I
THE
MERGER
(a)
Subject to and in
accordance with the provisions of this Agreement, the Articles
shall be executed and acknowledged by each of Boston Edison, CEC,
Cambridge and Canal, and thereafter delivered to the Secretary of
State of The Commonwealth of Massachusetts for filing, as provided
in Section 102A of Chapter 164 of the Massachusetts General Laws.
The Merger shall become effective at such time as the
Articles are filed as required by law with the Secretary of State
of The Commonwealth of Massachusetts or such date, not more than
thirty days after such filing, as may be specified in the Articles
(the "Effective Time"). At the Effective Time, the separate
existence of each of CEC, Cambridge and Canal shall cease and CEC,
Cambridge and Canal shall be merged with and into Boston Edison
(CEC, Cambridge, Canal and Boston Edison being sometimes referred
to collectively herein as the "Constituent Corporations" and Boston
Edison, the corporation designated in the Articles as the surviving
corporation being sometimes referred to herein as the "Surviving
Corporation");
(b)
Prior to and after the
Effective Time, Boston Edison, CEC, Cambridge and Canal,
respectively, shall take all such actions as may be necessary or
appropriate in order to effectuate the Merger. In this
connection, Boston Edison shall issue the Boston Edison Common
Stock which the holders of CEC Common Stock, Cambridge Common Stock
and Canal Common Stock are entitled to receive as provided in
Article II hereof. In the event that at any time after the
Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement and to vest the
Surviving Corporation with full title to all properties, assets,
rights, approvals, immunities and franchises of any of the
Constituent Corporations, the officers and directors of each of the
Constituent Corporations as of the Effective Time shall take all
such further action.
ARTICLE
II
TERMS OF CONVERSION
AND EXCHANGE OF SHARES
At the Effective
Time:
(a)
Each share of Boston
Edison Common Stock issued and outstanding immediately prior to the
Merger shall not be converted or otherwise affected by the Merger,
and each such share shall continue to be issued and
outstanding and to be one fully paid and nonassessable share of the
common stock of the Surviving Corporation;
(b)
The shares of Boston
Edison Preferred Stock issued and outstanding immediately prior to
the Merger shall not be converted or otherwise affected by the
Merger, and each such share shall continue to be issued and
outstanding and to be one fully paid and nonassessable share of the
particular series of preferred stock of the Surviving Corporation;
and
(c)
Each share of CEC Common
Stock, Cambridge Common Stock and Canal Common Stock issued and
outstanding immediately prior to the Merger shall, by virtue of the
Merger and without any action on the part of any holder thereof, be
converted into the following number of share of common stock of the
Surviving Corporation, which thereupon shall be issued, fully paid
and nonassessable: 0.0000088 in the case of CEC; 0.0000115 in
the case of Cambridge; and 0.0000084 in the case of
Canal.
ARTICLE
III
ARTICLES OF
ORGANIZATION AND BYLAWS
From and after the
Effective Time, and until thereafter amended as provided by law,
the Restated Articles of Organization of Boston Edison as in effect
immediately prior to the Merger shall be and continue to be the
Restated Articles of Organization of the Surviving Corporation.
The purposes of the Surviving Corporation, the total number
of shares and par value of each class of stock which the Surviving
Corporation is authorized to issue and a description of each
class of stock authorized at the Effective Time, with the
preferences, voting powers,
