Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER ("Agreement") dated as of September 27, 1999, by
and between HF Holdings, Inc., a Delaware corporation (the "Parent"), HF
Acquisition, Inc., a Delaware corporation ("MergerSub") and Icon Health &
Fitness, Inc., a Delaware corporation ("ICON").
WHEREAS, the Boards of Directors of the respective parties hereto deem it
advisable and in the best interests of ICON and its stockholders to merge
MergerSub with and into ICON (the "Merger") in accordance with Section 251 of
the Delaware General Corporation Law (the "DGCL") and pursuant to this Agreement
and the Certificate of Merger attached hereto as Annex I and incorporated herein
(the "Certificate");
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein
contained, the parties hereto agree that MergerSub shall be merged with and into
ICON, 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) At the Effective Time (as defined below in Article VI), MergerSub
shall be merged with and into ICON (the "Merger"), the separate
existence of MergerSub shall cease, ICON shall continue as the surviving
corporation and the Merger shall in all respects have the effects
provided for by the DGCL. ICON, as the surviving corporation after the
Merger, is hereinafter sometimes referred to as the "Surviving
Corporation."
(b) Prior to and after the Effective Time, Parent, ICON and MergerSub,
respectively, shall take all such actions as may be necessary or
appropriate in order to effectuate the Merger. 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, the officers and
directors of each of the Parent, ICON and MergerSub as of the Effective
Time shall take all such further action.
ARTICLE II
TERMS OF CONVERSION AND EXCHANGE OF SHARES
At the Effective Time, by virtue of the Merger and without any action on the
part of any holder thereof:
(a) Each share of common stock, $.001 par value, of Merger Sub issued
and outstanding immediately prior to the Merger ("MergerSub Common
Stock") shall be converted into one share of common stock of the
Surviving Corporation.
(b) Each share of common stock, $.01 par value, of ICON issued and
outstanding immediately prior to the Merger ("ICON Common Stock") shall
be converted into, one outstanding share of common stock of Parent,
$.001 par value.
ARTICLE III
CERTIFICATE OF INCORPORATION AND BY-LAWS
From and after the Effective Time, and until thereafter amended as provided by
law, the Certificate of Incorporation of ICON as in effect immediately prior to
the Merger shall be and continue to be the Certificate of Incorporation of the
Surviving Corporation. From and after the Effective Time, the By-laws of ICON
shall be and continue to be the By-laws of the Surviving Corporation until
amended in accordance with law.
ARTICLE IV
DIRECTORS AND OFFICERS
The persons who are directors and officers of ICON immediately prior to the
Merger shall continue as directors and officers, respectively, of the Surviving
Corporation and shall continue to hold office as provided in the By-laws of the
Surviving Corporation. If, at or following the Effective Time, a vacancy shall
exist in the Board of Directors or in the position of any officer of the
Surviving Corporation, such vacancy may be filled in the manner provided in the
By-laws of the Surviving Corporation.
ARTICLE V
AMENDMENT AND TERMINATION
The parties hereto by mutual consent of their respective Boards of Directors may
amend, modify or supplement this Agreement in such manner as may be agreed upon
by them in writing, at any time before or after approval of this Agreement by
the stockholders of Parent, ICON or MergerSub; provided, however, that no such
amendment, modification or supplement shall, in the sole judgment of the Board
of Directors of ICON or MergerSub, as applicable, materially and adversely
affect the rights of the stockholders of ICON or MergerSub, as applicable.
This Agreement may be terminated and the Merger and other transactions herein
provided for abandoned at any time, whether before or after approval of this
Agreement by the stockholders of ICON or MergerSub, by action of the Board of
Directors of either ICON or MergerSub if the
Board of Directors for such corporation determines for any reason that the
consummation of the transactions provided for herein would for any reason be
inadvisable or not in the best interests of such corporation or its
stockholders.
ARTICLE VI
EFFECTIVE TIME OF THE MERGER
Subject to the terms and conditions set forth in this Agreement, ICON shall
cause the Certificate to be executed and thereafter delivered to the Secretary
of State of Delaware for filing, as provided in Section 251 of the DGCL. The
Merger shall become effective at such time as the Certificate is filed as
required by law with the Secretary of State of Delaware (the "Effective Time").
ARTICLE VII
MISCELLANEOUS
This Agreement may be executed in counterparts, each of which when so executed
shall be deemed to be an original, and such counterparts shall together
constitute but one and the same instrument.
[Agreement & Plan of Merger]
IN WITNESS WHEREOF, Parent, ICON and MergerSub, pursuant to approval and
authorization duly given by resolutions adopted by their respective Boards of
Directors, have each caused this Agreement and Plan of Merger to be executed by
an authorized officer as of the date first written above by.
HF HOLDINGS, INC.
By: /s/ S. Fred Beck
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ICON HEALTH & FITNESS, INC.
By: /s/ S. Fred Beck
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HF ACQUISITION, INC.
By: /s/ S. Fred Beck
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