Exhibit 2.1
PLAN AND AGREEMENT OF AMALGAMATION
This agreement dated as of July 18, 1996, among American Craft
Brewing International Limited, a British Virgin Islands company ("Craft"), and
American Craft Brewing International Limited, a Bermuda company ("American
Brewing International" and together with Craft, the "Constituent Companies").
WHEREAS, Craft is a company duly organized and existing under the
laws of the British Virgin Islands, having been incorporated on December 6,
1995;
WHEREAS, American Brewing International is a company duly
organized and existing under the laws of Bermuda, having been incorporated on
June 3, 1996; and
WHEREAS, the Boards of Directors of the parties hereto deem it
desirable, upon the terms and subject to the conditions herein stated, that
Craft be amalgamated with and into American Brewing International (the
"Amalgamation") and that American Brewing International be the surviving
corporation with the outstanding shares of capital stock of Craft, par value
US$1.00 per share (the "Craft Shares"), converted into common shares of US$0.01
each in the capital of the Company (the "ABI Shares"), of American Brewing
International and that all of the Craft Shares in existence prior to the
Amalgamation be canceled so that after the Amalgamation all of the outstanding
ABI Shares, other than directors' qualifying shares, will be owned by those who
prior to the Amalgamation owned all of the outstanding Craft Shares.
NOW THEREFORE, it is agreed as follows:
ARTICLE I
1.1 On the effective date of the Amalgamation, Craft and
American Brewing International shall amalgamate and continue
as one company, with American Brewing International as the
surviving corporation. The Constituent Companies shall make
the appropriate filings with the Registrar of Companies of
Bermuda and the Registrar of Companies of the British Virgin
Islands.
1.2 Upon the effective date of the Amalgamation:
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(i) each then outstanding Craft Share shall, by virtue of
the Amalgamation and without any action on the part
of the holder thereof, be converted into an ABI
Share;
(ii) each holder of a share certificate or certificates
representing Craft Shares immediately prior to the
effective date of the Amalgamation (each an "Old
Craft Share Certificate"), upon surrender of such
certificate or certificates to American Brewing
International after the effective date of the
Amalgamation, shall be entitled to receive a share
certificate or certificates representing the number
of ABI Shares equal to the number of Craft Shares
held by such holder immediately prior to the
effective date of the Amalgamation;
(iii) if any certificate representing ABI Shares is to be
issued in a name other than that in which an Old
Craft Share Certificate is registered, it shall be a
condition of such issuance that the certificate so
surrendered shall be properly endorsed or otherwise
in proper form for transfer and that the person
requesting such issuance shall either pay to American
Brewing International or its transfer agent any
transfer or other taxes required by reason of the
issuance of certificates representing ABI Shares in a
name other than that of the registered holder of the
Old Craft Share Certificate surrendered, or establish
to the satisfaction of American Brewing International
or its transfer agent that such tax has been paid or
is not applicable; and
(iv) any and all ABI Shares issued and outstanding prior
to such effective date, including the 12,000 ABI
Shares issued to Peter W. H. Bordeaux, shall be
canceled, and shall be null and void.
ARTICLE II
2.1 Each record holder of the 2,000,000 issued and outstanding
Craft Shares shall be entitled to vote on this Agreement and
the Amalgamation as provided by the applicable laws of the
British Virgin Islands. The record holder of the 12,000
issued and outstanding ABI Shares shall be entitled to vote
on this Agreement and the Merger as provided by the
applicable laws of Bermuda. If this Agreement is duly
adopted by the requisite votes of such members and is not
terminated as contemplated by Article VI, a Certificate of
Amalgamation, executed in accordance with the law of
Bermuda, shall be filed with the Registrar of Companies of
Bermuda. The Amalgamation shall become effective on the time
and date specified in the Certificate of Amalgamation issued
by the Registrar of Companies of Bermuda, referred to herein
as the "effective date of the Amalgamation."
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2.2 Each of Craft and American Brewing International represent
and warrant to each other that they are in good standing
under the laws of the British Virgin Islands and Bermuda,
respectively.
ARTICLE III
As of the effective date of the Amalgamation, the separate
existence of Craft shall cease; American Brewing International shall
thereupon possess all the rights, privileges, immunities and franchises,
of a public as well as a private nature of Craft, and all property,
real, personal and mixed and all debts due on whatever accounts,
including subscriptions to shares, and all other choses in action, and
each and every other interest of or belonging to or due to Craft shall
be deemed to be the rights, privileges, immunities, franchises,
property, debts and interests of American Brewing International without
further act or deed, and the title to any real estate, or any interest
therein, vested in Craft shall not revert or in any way be impaired by
reason of the Amalgamation; and American Brewing International shall
thenceforth be responsible and liable for all liabilities and
obligations of Craft, and any claim existing or action or proceeding
pending by or against Craft may be prosecuted as if the Amalgamation had
not taken place, or American Brewing International may be substituted in
its place. Neither the rights of creditors nor any liens upon the
property of Craft shall be impaired by the Amalgamation.
ARTICLE IV
The Memorandum of Amalgamation with respect to the Amalgamation
shall be deemed to be the Memorandum of Association of American Brewing
International and the Certificate of Amalgamation with respect to the
Amalgamation shall be deemed to be the Certificate of Incorporation of
American Brewing International. The Bye-Laws of American Brewing
International shall not be affected by the Amalgamation.
ARTICLE V
This Agreement may be supplemented or amended in any manner at
any time and from time to time before the issue of the Certificate of
Amalgamation by the Constituent Companies without any action by the
members of Craft or American Brewing International save with respect to
the terms of conversion set forth in clause 1.2 above. Any variation,
modification or amendment to this Agreement must be made in writing and
executed by the Constituent Companies. This Agreement may be terminated
and the Amalgamation abandoned at any time prior to the issuance by the
Registrar of Companies in Bermuda of a Certificate of Amalgamation by
action taken by the respective Boards of Directors of the Constituent
Companies.
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ARTICLE VI
The names and addresses of the directors of American Brewing
International after giving effect to the Amalgamation are as follows:
(i) John P. Beaudette
MHW, Ltd.
1165 Northern Boulevard
Manhasset, New York 11030
UNITED STATES;
(ii) Peter W. H. Bordeaux
One Galleria Boulevard
Metairie, Louisiana 70001
UNITED STATES;
(iii) Norman H. Brown, Jr.
277 Park Avenue
New York, New York 10172
UNITED STATES;
(iv) Federico Guillermo Cabo Alvarez
Pablo Neruda #2640, Suite 702
Guadalajara, Jalisco
MEXICO 44630;
(v) John Campbell
Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM EX
BERMUDA;
(vi) Wyndham H. Carver
Rondie Wood House
Near Milland
Liphook
Hampshire
UNITED KINGDOM;
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(vii) Tonesan Amissah-Furbert
Appleby, Spurling & Kempe
Cedar House
41 Cedar Avenue
Hamilton HM EX
BERMUDA
(viii) David K. Haines
American Craft Brewing International Limited
Unit A1, 1/F, Vita Tower
29 Wong Chuk Hang
Aberdeen, HONG KONG; and
(ix) Joseph E. Heid
Sara Lee Corporation
3 First National Plaza
Chicago, IL 60602
ARTICLE VII
This Agreement shall be governed by the laws of Bermuda, but
without giving effect to applicable principles of conflicts of law to
the extent that the application of the laws of another jurisdiction
would be required thereby.
IN WITNESS WHEREOF, Craft and American Brewing International have
each caused this Agreement to be executed by its authorized officer as
of the date first above written.
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED, a
British Virgin Islands company
/s/ Peter W. H. Bordeaux
_________________________________________
By: Peter W. H. Bordeaux
Title: Chairman
AMERICAN CRAFT BREWING
INTERNATIONAL LIMITED, a
Bermuda company
/s/ Peter W. H. Bordeaux
_________________________________________
By: Peter W. H. Bordeaux
Title: Chairman