AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger |
|
|
|
You are currently viewing: This Agreement and Plan of Merger involves
INFRASOURCE SERVICES, INC COMPANY | Quanta MS Acquisition, Inc | Quanta Services, Inc. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Search Agreement and Plan of Merger by:
Exhibit 2.1
Execution Version
AGREEMENT AND PLAN OF MERGER
BY AND AMONG
QUANTA SERVICES, INC. (PARENT)
QUANTA MS ACQUISITION, INC. (MERGER SUB)
and
INFRASOURCE SERVICES, INC. (COMPANY)
dated as of
March 18, 2007
TABLE OF CONTENTS
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
||
|
|
|
|
|
|
|
|
|
ARTICLE I THE MERGER |
|
|
1 |
|
||
|
1.1 |
|
The Merger |
|
|
1 |
|
|
1.2 |
|
Closing; Effective Time |
|
|
2 |
|
|
1.3 |
|
Effects of the Merger |
|
|
2 |
|
|
1.4 |
|
Certificate of Incorporation and Bylaws |
|
|
2 |
|
|
1.5 |
|
Directors and Officers of the Surviving Corporation |
|
|
2 |
|
|
1.6 |
|
Directors and Officers of Parent |
|
|
2 |
|
|
1.7 |
|
Additional Actions |
|
|
2 |
|
|
|
|
|
|
|
|
|
|
ARTICLE II CONVERSION OF SECURITIES |
|
|
3 |
|
||
|
2.1 |
|
Effect on Capital Stock |
|
|
3 |
|
|
2.2 |
|
Surrender and Payment |
|
|
3 |
|
|
2.3 |
|
Treatment of Stock Options; Restricted Stock; Company ESPP |
|
|
6 |
|
|
2.4 |
|
Adjustments to Prevent Dilution |
|
|
8 |
|
|
2.5 |
|
Withholding |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
ARTICLE III REPRESENTATIONS AND WARRANTIES OF COMPANY |
|
|
8 |
|
||
|
3.1 |
|
Organization and Standing |
|
|
9 |
|
|
3.2 |
|
Subsidiaries |
|
|
10 |
|
|
3.3 |
|
Corporate Power and Authority |
|
|
10 |
|
|
3.4 |
|
Capitalization of Company |
|
|
11 |
|
|
3.5 |
|
Conflicts; Consents and Approvals |
|
|
11 |
|
|
3.6 |
|
Company SEC Reports and Financial Statements |
|
|
12 |
|
|
3.7 |
|
Absence of Undisclosed Liabilities |
|
|
14 |
|
|
3.8 |
|
Proxy Statement/Prospectus; Registration Statement |
|
|
14 |
|
|
3.9 |
|
Compliance with Law |
|
|
15 |
|
|
3.10 |
|
Litigation |
|
|
15 |
|
|
3.11 |
|
Absence of Certain Changes or Events |
|
|
16 |
|
|
3.12 |
|
Taxes |
|
|
17 |
|
|
3.13 |
|
Employee Benefit Plans; ERISA |
|
|
19 |
|
|
3.14 |
|
Environmental Matters |
|
|
21 |
|
|
3.15 |
|
Insurance |
|
|
22 |
|
|
3.16 |
|
Labor Matters; Employees |
|
|
23 |
|
|
3.17 |
|
Title to Property and Equipment |
|
|
24 |
|
|
3.18 |
|
Material Contracts |
|
|
24 |
|
|
3.19 |
|
Intellectual Property |
|
|
25 |
|
|
3.20 |
|
Disclosure Controls and Procedures and Internal Control Over Financial Reporting |
|
|
26 |
|
|
3.21 |
|
Tax-Free Reorganization |
|
|
26 |
|
|
3.22 |
|
Opinion of Financial Advisor |
|
|
26 |
|
|
3.23 |
|
Brokerage and Finders’ Fees |
|
|
27 |
|
|
3.24 |
|
Anti-takeover Provisions |
|
|
27 |
|
|
3.25 |
|
Board Recommendation; Required Vote |
|
|
27 |
|
ii
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
||
|
|
|
|
|
|
|
|
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB |
|
|
27 |
|
||
|
4.1 |
|
Organization and Standing |
|
|
28 |
|
|
4.2 |
|
Corporate Power and Authority |
|
|
28 |
|
|
4.3 |
|
Conflicts; Consents and Approval |
|
|
29 |
|
|
4.4 |
|
Capitalization of Parent and Merger Sub |
|
|
30 |
|
|
4.5 |
|
Parent SEC Reports and Financial Statements |
|
|
31 |
|
|
4.6 |
|
Absence of Undisclosed Liabilities |
|
|
32 |
|
|
4.7 |
|
Proxy Statement/Prospectus; Registration Statement |
|
|
33 |
|
|
4.8 |
|
Compliance with Law |
|
|
33 |
|
|
4.9 |
|
Litigation |
|
|
33 |
|
|
4.10 |
|
Absence of Certain Changes or Events |
|
|
34 |
|
|
4.11 |
|
Taxes |
|
|
34 |
|
|
4.12 |
|
Employee Benefit Plans; ERISA |
|
|
36 |
|
|
4.13 |
|
Environmental Matters |
|
|
37 |
|
|
4.14 |
|
Insurance |
|
|
38 |
|
|
4.15 |
|
Labor Matters; Employees |
|
|
38 |
|
|
4.16 |
|
Intellectual Property |
|
|
40 |
|
|
4.17 |
|
Material Contracts |
|
|
40 |
|
|
4.18 |
|
Disclosure Controls and Procedures and Internal Control Over Financial Reporting |
|
|
41 |
|
|
4.19 |
|
Tax-Free Reorganization |
|
|
41 |
|
|
4.20 |
|
Rights Agreement |
|
|
41 |
|
|
4.21 |
|
Opinion of Financial Advisor |
|
|
41 |
|
|
4.22 |
|
Section 203 of the DGCL |
|
|
42 |
|
|
4.23 |
|
Brokerage and Finders’ Fees |
|
|
42 |
|
|
4.24 |
|
Board Recommendation |
|
|
42 |
|
|
4.25 |
|
Required Vote by Parent Stockholders |
|
|
42 |
|
|
|
|
|
|
|
|
|
|
ARTICLE V COVENANTS OF THE PARTIES |
|
|
42 |
|
||
|
5.1 |
|
Acquisition Proposals |
|
|
42 |
|
|
5.2 |
|
Mutual Covenants |
|
|
46 |
|
|
5.3 |
|
Covenants of Company |
|
|
50 |
|
|
5.4 |
|
Covenants of Parent |
|
|
54 |
|
|
5.5 |
|
Stockholders’ Meetings |
|
|
59 |
|
|
5.6 |
|
Preparation of the Proxy Statement/Prospectus and Registration Statement |
|
|
61 |
|
|
5.7 |
|
BP LTIP Committee |
|
|
62 |
|
|
5.8 |
|
Stock Exchange Listing |
|
|
62 |
|
|
5.9 |
|
Publicity |
|
|
62 |
|
|
5.10 |
|
Section 16 Matters |
|
|
62 |
|
|
5.11 |
|
Certain Tax Matters |
|
|
62 |
|
|
5.12 |
|
Affiliates Letter |
|
|
63 |
|
|
|
|
|
|
|
|
|
|
ARTICLE VI CONDITIONS TO THE MERGER |
|
|
64 |
|
||
|
6.1 |
|
Conditions to the Obligations of Each Party |
|
|
64 |
|
|
6.2 |
|
Conditions to Obligations of Company |
|
|
65 |
|
|
6.3 |
|
Conditions to Obligations of Parent and Merger Sub |
|
|
65 |
|
iii
|
|
|
|
|
|
|
|
|
|
|
|
|
Page |
||
|
|
|
|
|
|
|
|
|
ARTICLE VII TERMINATION; FEES AND EXPENSES |
|
|
66 |
|
||
|
7.1 |
|
Termination by Mutual Consent |
|
|
66 |
|
|
7.2 |
|
Termination by Either Parent or Company |
|
|
66 |
|
|
7.3 |
|
Termination by Company |
|
|
67 |
|
|
7.4 |
|
Termination by Parent |
|
|
68 |
< |






