Exhibit 2.1
AGREEMENT AND PLAN OF
MERGER
AGREEMENT AND PLAN OF MERGER, dated
as of March 5, 2004 (this “Agreement”), by and among
Ethyl Corporation, a Virginia corporation (“Ethyl”),
NewMarket Corporation, a Virginia corporation and a wholly owned
subsidiary of Ethyl (“NewMarket”), and Ethyl Merger
Sub, Inc., a Virginia corporation and a wholly owned subsidiary of
NewMarket (“Merger Sub”).
WHEREAS, the Board of Directors of
each of Ethyl, NewMarket and Merger Sub deem it in the best
interests of Ethyl, NewMarket and Merger Sub and their respective
shareholders that Merger Sub be merged with and into Ethyl (the
“Merger”) in accordance with the Virginia Stock
Corporation Act (the “VSCA”) and this Agreement,
including the Plan of Merger attached hereto as Exhibit A
(the “Plan of Merger”), for the purpose of establishing
NewMarket as the parent corporation of Ethyl, as a result of which
the holders of common stock, $1.00 par value per share of Ethyl
(the “Ethyl Common Stock”) would hold, in lieu thereof,
common stock of NewMarket, without par value (the “NewMarket
Common Stock”); and
WHEREAS, each of the Boards of
Directors of Ethyl, NewMarket and Merger Sub unanimously have
adopted this Agreement, including the related Plan of
Merger;
WHEREAS, Ethyl, as the sole
shareholder of NewMarket, and NewMarket, as the sole shareholder of
Merger Sub, have each approved this Agreement, including the
related Plan of Merger, the Merger and the other matters set forth
herein; and
WHEREAS, the Board of Director of
Ethyl has determined to recommend that its shareholders approve
this Agreement, including the related Plan of Merger, the Merger
and the other matters set forth herein.
NOW, THEREFORE, in consideration of
the premises and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
THE MERGER
Section 1.1 Merger . Upon the
terms and subject to the conditions set forth in this Agreement,
including the Plan of Merger, and in accordance with the VSCA,
Merger Sub shall be merged with and into Ethyl at the Effective
Time (as defined in Section 1.3), with Ethyl being the surviving
corporation. Following the Merger, the separate corporate existence
of Merger Sub shall cease and Ethyl shall continue as the surviving
corporation (the “Surviving Corporation”) and shall
succeed to all the rights and obligations of Merger Sub in
accordance with the VSCA.
Section 1.2 Closing . The
closing of the Merger (the “Closing”) will take place
at 10:00 a.m. on a date to be specified by the parties (the
“Closing Date”), at the offices of Hunton &
Williams LLP, Riverfront Plaza, East Tower, 951 East Byrd Street,
Richmond, Virginia, unless another time, date or place is agreed to
by the parties.
Section 1.3 Effective Time .
Prior to the Closing, Ethyl shall prepare articles of merger
incorporating the Plan of Merger in accordance with Section
13.1-720 of the VSCA (the “Articles of Merger”), and as
soon as practicable on the Closing Date, Ethyl shall file the
Articles of Merger in accordance with the relevant provisions of
the VSCA with the State Corporation Commission of the Commonwealth
of Virginia (the “SCC”). The Merger shall become
effective upon the issuance by the SCC of a certificate of merger
in accordance with Section 13.1-720 of the VSCA or at such later
date and time as is agreed to by the parties and set forth in the
Articles of Merger (the time the Merger becomes effective being
hereinafter referred to as the “Effective
Time”).
Section 1.4 Effects of the
Merger . The Merger shall have the effects set forth in Section
13.1-721 of the VSCA.
ARTICLE 2
TERMS OF CONVERSION AND EXCHANGE
OF SHARES
At the Effective Time, by virtue of
the Merger and without any action on the part of the holder of any
shares of capital stock of Ethyl, NewMarket or Merger
Sub:
Section 2.1 Ethyl Common
Stock . Whole and fractional shares of Ethyl Common Stock
issued and outstanding immediately prior to the Effective Time,
including shares of Ethyl Common Stock held by or issuable under
director, officer, employee, shareholder and other plans of Ethyl
or its affiliates, shall be automatically changed and converted
into shares of NewMarket Common Stock, in the ratio of one share of
NewMarket Common Stock for each one share of Ethyl Common Stock,
and the NewMarket Common Stock shall thereupon be issued and
outstanding and shall be fully paid and nonassessable. Such shares
of NewMarket Common Stock shall constitute all of the issued and
outstanding shares of capital stock of NewMarket as of the
Effective Time.
Section 2.2 Merger Sub Common
Stock . The shares of common stock of Merger Sub, without par
value (“Merger Sub Common Stock”), issued and
outstanding immediately prior to the Effective Time shall be
automatically changed and converted into all of the issued and
outstanding shares of Common Stock of the Surviving Corporation,
which shall thereupon be issued and fully paid and nonassessable,
with the effect that the number of issued and outstanding shares of
common stock of the Surviving Corporation shall be the same as the
number of issued and outstanding shares of Merger Sub Common Stock
immediately prior to the Effective Time.
Section 2.3 NewMarket Common
Stock . Each share of NewMarket Common Stock issued and
outstanding immediately prior to the Effective Time shall be
canceled and retired and shall cease to exist.
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ARTICLE 3
ARTICLES OF INCORPORATION AND
BYLAWS
Section 3.1 Ethyl Articles and
Bylaws . The Articles of Incorporation and Bylaws of Ethyl as
in effect immediately prior to the Effective Time shall be the
Articles of Incorporation and Bylaws of the Surviving Corporation
from and after the Effective Time until thereafter changed or
amended as provided therein or by applicable law.
Section 3.2 NewMarket Articles
and Bylaws . The Articles of Incorporation and Bylaws of
NewMarket as in effect immediately prior to the Effective Time
shall continue unchanged to be the Articles of Incorporation and
Bylaws of NewMarket from and after the Effective Time until
thereafter changed or amended as provided therein or by applicable
law.
ARTICLE 4
DIRECTORS AND
OFFICERS
Section 4.1 Ethyl Directors and
Officers . The persons who are directors and officers of Ethyl
immediately prior to the Effective Time shall be the directors and
officers, respectively, of NewMarket and the Surviving Corporation
from and after the Effective Time and shall until further action,
continue to hold office as provided in the Articles of
Incorporation and Bylaws of NewMarket (in the case of directors and
officers of NewMarket) and the Articles of Incorporation and Bylaws
of the Surviving Corporation (in the case of the directors and
officers of the Surviving Corporation).
Section 4.2 NewMarket Directors
and Officers . The persons who are directors and officers of
NewMarket immediately prior to the Effective Time shall continue as
directors and officers, respectively, of NewMarket from and after
the Effective Time and shall until further action, continue to hold
office, as provided in the Articles of Incorporation and Bylaws of
NewMarket.
ARTICLE 5
STOCK CERTIFICATES
Section 5.1 Rights of Holders of
Certificates . Following the Effective Time, certificates
representing shares of Ethyl Common Stock outstanding at the
Effective Time shall represent the same number of shares of
NewMarket Common Stock and shall evidence the right of the holder
thereof to receive certificates for the shares of NewMarket Common
Stock into which shares of Ethyl Common Stock were converted in
accordance with Section 2.1. Following the Effective Time, each
holder of an outstanding certificate or certificates theretofore
representing shares of Ethyl Common Stock may, but shall not be
required to, surrender the same to NewMarket’s transfer agent
for cancellation and reissuance of a new certificate or
certificates in such holder’s name or for cancellation and
transfer, and each such holder or transferee shall be entitled to
receive a certificate or certificates representing the same number
of shares of
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NewMarket Common Stock as the shares of Ethyl
Common Stock previously represented by the certificate or
certificates surrendered. Until so surrendered or presented for
exchange or tr
