EXHIBIT 2.1
-----------
AMENDMENT NUMBER ONE
TO
AGREEMENT AND PLAN OF MERGER
AMENDMENT NUMBER ONE TO AGREEMENT AND PLAN OF MERGER, dated
as of February 3, 2001, by and among EIMO OYJ, a company organized
under the laws of the Republic of Finland ("Parent"), SPARTAN
ACQUISITION CORP., a Delaware corporation and a wholly-owned
subsidiary of Parent ("Merger Sub") and TRIPLE S PLASTICS, INC., a
Michigan corporation (the "Company").
WHEREAS, the parties hereto entered into that certain
"Agreement and Plan of Merger" dated as of July 13, 2000 (the
"Original Agreement"); and
WHEREAS, the parties desire to make certain amendments to
the Original Agreement as set forth herein.
NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged and agreed,
the parties intending to be legally bound hereby, agree as follows:
1. AMENDMENTS TO ORIGINAL AGREEMENT. The Original
Agreement is hereby amended as follows:
(a) All reference in the Original Agreement to the
"Lock-Up Agreement" shall mean the Lock-Up Agreement in the form of
EXHIBIT 1.6(e) to the Original Agreement, as amended by Amendment
Number One thereto, the form of which is attached as APPENDIX A to
this Amendment.
(b) Section 2.1(d) of Article II of the Original
Agreement is hereby amended by striking such section in its entirety
and inserting in lieu thereof the following:
"(d) EXCHANGE RATIO. The Exchange Ratio shall be
6.45."
(c) The Original Agreement is hereby further modified
as necessary to reflect that the Exchange Ratio is fixed.
(d) Section 5.6(c) is hereby amended by inserting at
the beginning of such subsection to be part of the first sentence
thereof the words "If required under the HSR Act,".
(e) Section 5.7, EMPLOYEE STOCK OPTIONS, is hereby
amended by striking Section 5.7(a) in its entirety and inserting in
lieu thereof the following:
"(a) As of the Effective Time (i) each
outstanding Company Employee Stock Option, and any other
Company Option (together, the "Adjusted Options") shall be
exchanged for an option to purchase the number of Parent
ADSs derived by multiplying the number of Shares subject to
such Company Employee Stock Option or other Company Option
immediately prior to the Effective Time by the Exchange
Ratio and dividing the result by two (rounded to the nearest
whole number of Parent ADSs), at an exercise price per
Parent ADS equal to (X) the exercise price for each such
Share subject to such option (Y) divided by the Exchange
Ratio (Z) with the result multiplied by two (rounded down to
the nearest whole cent), and all references in each such
option to the Company shall be deemed to refer to Parent,
where appropriate, and (ii) Parent shall assume the
obligations of the Company under the Company Stock Plans.
The other terms of each Adjusted Option, and the plans under
which they were issued, shall continue to apply in
accordance with their terms, subject to SECTION 5.7(d)."
(f) Section 5.14, GOVERNANCE MATTERS, shall be amended by
striking such section in its entirety and inserting in lieu thereof
the following
"5.14 GOVERNANCE MATTERS. Prior to the Effective Time,
the Board of Directors of Parent shall take all necessary action
to (i) cause the resignations of (or will cause the removal of,
if resignations are not tendered) of Elmar Paananen plus one
other current Director of Parent as directors of Parent, and
(ii) appoint A. Christian Schauer, Daniel B. Canavan and Evan C.
Harter, to serve as members of such Board of Directors of Parent,
effective as of the Effective Time, until the first annual
meeting of Parent Shareholders following the Effective Time.
Further, in connection with the 2001 annual meeting of Parent
shareholders, the Board of Directors of Parent shall take all
necessary action to nominate seven persons to serve on the Board
of Directors of Parent for the period ending with the 2002 annual
meeting of Parent shareholders, which nominees shall include A.
Christian Schauer, Daniel B. Canavan and Evan C. Harter. There is
no commitment or obligation of Parent or its shareholders
whatsoever regarding the members of the Board of Directors of
Parent from and after the 2002 annual meeting of Parent
Shareholders."
(g) Section 7.1(d)(i) shall be amended striking the
reference therein to "February 28, 2001" and inserting in lieu thereof
the date "June 30, 2001." As a result of such change, the
"Termination Date" as defined and used in the Original Agreement shall
mean and refer to June 30, 2001.
2
(h) Section 7.3, PAYMENT OF CERTAIN FEES AND EXPENSES,
shall be amended by striking Section 7.3(b) in its entirety and
inserting in lieu thereof the following:
"(b) If this Agreement is terminated by Parent in
accordance with SECTION 7.1(b)(i) as a result of a willful
breach by the Company, or is terminated by Parent in
accordance with SECTION 7.1(b)(ii), or SECTION 7.1(b)(iii),
then the Company shall pay to Parent the Termination Fee and
its Expenses. If this Agreement is terminated by Parent in
accordance with SECTION 7.1(b)(iv), then Parent shall pay to
the Company the Termination Fee and its Expenses. If this
Agreement is terminated by Parent in accordance with SECTION
7.1(b)(i) hereof as a result of a non-willful breach by
Company, then the Company shall pay to Parent its Expenses."
(i) Section 8.1, DEFINITIONS, is hereby amended by
adding the following definition:
"Parent Average Price" shall mean the average, for a period
consisting of the fifteen (15) consecutive Trading Days ending on
(and including) the last Trading Day prior to the Company
Shareholders Meeting (as herein defined), of the volume-weighted
daily average price, as reported in the Financial Times, U.S.
Edition, or if not reported therein, another authoritative
source, expressed in Euros for a single Parent Ordinary Share on
the HSE, converted into U.S. Dollars at the Exchange Rate for
such date."
2. CONFIRMATION OF ADS RATIO. The parties confirm that
they have agreed that each Parent ADS shall represent two Parent
Ordinary Shares.
3. CONFIRMATION OF AGREEMENT. Except as otherwise set
forth herein, the Original Agreement shall continue in full force and
effect. All capitalized terms not defined herein which are defined in
the Original Agreement shall have the meaning ascribed to them in the
Original Agreement.
4. COUNTERPARTS, TELECOPIER. This Amendment Number One to
the Original Agreement and Amendment Number One to the Lock-Up
Agreement referred to herein may be executed in one or more
counterparts, all of which together shall be considered one and the
same agreement. Transmission by telecopier of an executed counterpart
of a signature page to this Amendment Number One and Amendment Number
One to the Lock-Up Agreement shall be deemed to constitute due and
sufficient delivery of such counterparts.
3
IN WITNESS WHEREOF, Parent, Merger Sub and the Company have
caused this Agreement to be signed by their respective officers
thereunto duly authorized as of the date first written above.
EIMO OYJ
By /s/ Elmar Paananen
--------------------------------
Name: Elmar Paananen
Title: Executive Vice Chairman
SPARTAN ACQUISITION CORP.
By /s/ Elmar Paananen
--------------------------------
Name: Elmar Paananen
Title: President and Secretary
TRIPLE S PLASTICS, INC.
By /s/ Daniel B. Canavan
--------------------------------
Name: Daniel B. Canavan
Title: Chairman
4