EXHIBIT 6
ARRANGEMENT AGREEMENT
REORGANIZATION & AMALGAMATION AGREEMENT
BETWEEN:
CEDAR GROUP INC., a body politic and corporate, duly incorporated under the
laws of Delaware with its shares listed and traded on NASDAQ having its
head office at Xxxxx 000, 0000 Xxxxxxxxxxx Xxxx, Xxxxxxxxxxxx, XX 00000,
XXX. Herein acting and represented by Xxxxxxx X. Xxxxxx, its President,
duly authorized for the present.
Hereafter referred to as: "CEDAR"
AND:
EDINOV TECHNOLOGIES, INC., a body politic and corporate, duly incorporated
under the laws of Canada with its shares listed and traded on a Canadian
Stock Exchange, having its Head Office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx-Xxxxxx, (Xxxxxx) X0X 0X0, herein acting and represented by Xxxxxx X.
Xxxxxxxxx, its Chairman, duly authorized for the present.
Hereafter referred to as: "EDINOV"
AND:
FIDUTECH TECHNOLOGIES INC., a body politic and corporate, duly incorporated
under the laws of Canada, having its head office at 000 Xxxxxxxx Xxxxxx,
Xxxxxx-Xxxxxx, (Xxxxxx) Xxxxxx X0X 0X0, herein acting and represented by
Xxxxxx X. Xxxxxxxxx, its Chairman, duly authorized for the present.
Hereafter referred to as "FIDUTECH"
PREAMBLE
WHEREAS: CEDAR is a holding company which is the sole shareholder of MSW
International Inc. (MSW), Banyan Fastener Corporation (BANYAN),
Evergreen Fastening Systems Inc. (EVERGREEN) and Cedar Warehousing,
Inc. (CEDAR-W).
WHEREAS: MSW, BANYAN and CEDAR-W are operating subsidiaries of CEDAR involved
in the importing and distribution of industrial fasteners having
facilities in Philadelphia, Chicago and Houston.
WHEREAS: EVERGREEN is a non-operating subsidiary of CEDAR.
WHEREAS: On August 31, 1992 CEDAR, a publicly listed Company, MSW, BANYAN and
CEDAR-W filed for protection under Chapter 11 of the U.S. Bankruptcy
Code and filed a petition in the United States Bankruptcy Court for
the Eastern District of Pennsylvania seeking relief from creditors
under the code.
WHEREAS: FIDUTECH is a private holding company and the majority shareholder of
EDINOV.
WHEREAS: EDINOV is the sole shareholder of Xxxxxx Xxxxxxx Enterprises Inc.
located in the Province of (Quebec) Canada (XXXXXXX), which is the
sole shareholder of Specialty Fasteners Inc. and of Les Enterprises
Xxxx-Xxxxxx Inc.
WHEREAS: EDINOV's subsidiaries are manufacturers and distributors of industrial
specialty fasteners and related items (ISF).
WHEREAS: EDINOV is presenting CEDAR with this reorganization and amalgamation
agreement to bring CEDAR out of Chapter 11, leading to an amalgamation
with CEDAR to create a going concern listed and traded on NASDAQ.
WHEREAS: EDINOV's objectives are to create a North American-based group of
companies operating in the import-export and manufacturing and
distribution of industrial specialty fasteners.
WHEREAS The parties agree that it is in their best interest to combine their
efforts and resources to implement the present agreement.
In consideration thereof, the parties agree to the following terms and
conditions:
1. PREAMBLE
The preamble hereto forms an integral part of this Reorganization and
Amalgamation Agreement (RAA).
2
2. OBJECT OF THE PRESENT RAA
The object of the present RAA is to create a North American Based
Group of Companies operating in the import-export and manufacturing
and distribution of industrial specialty fasteners.
3. Obligations and Responsibilities of CEDAR in the execution of this
present RAA.
3.1 PRIORITY CREDITORS:
CEDAR will undertake to pay in totality all priority creditors,
which amount is represented to be less than $16,000, upon
confirmation and effectiveness of CEDAR's Amended Plan of
Reorganization attached hereto as Exhibit 1 (the "PLAN'), which
forms an integral part of this agreement).
3.2 SECURED CREDITORS:
CEDAR will obtain for its bank (the "BANK") the following terms
and conditions:
3.2.1 The BANK, CEDAR and EDINOV have signed an agreement
dated June 1st 1993 (the "June 1st Letter").
3.2.2 The terms and conditions relating to the BANK shall be
as set forth in the PLAN.
3.3 UNSECURED CREDITORS
CEDAR will obtain from its unsecured creditors the following
terms and conditions:
3.3.1 The unsecured creditors will accept terms and
conditions as specified in the PLAN.
3.3.2 CEDAR has filed a notice of hearing to consider
objection to proof of claim No. 12 (dated June 15, 1993
ref. Xxxxxxx Xxxxxx).
3.4 CONSENT OF THE COURT
CEDAR will apply to and obtain approval from the Court for the
PLAN.
3
3.5 SHAREHOLDERS
3.5.1 CEDAR agrees to include all options and/or warrants
under the terms set forth in the PLAN.
3.5.2 This RAA is conditioned upon CEDAR's four founding
shareholders signing an irrevocable Voting Trust
Agreement with FIDUTECH which will be upon signing an
integral part of this agreement to subject the
following shares to the terms and conditions of the
Voting Trust Agreement:
- Xxxx Xxxxxxx 368,333 common shares
- Xxxxx Xxxxxx 368,333 common shares
- Xxxxxxxx Xxxxxxxx 368,333 common shares
- Xxxxxxxx Xxxxxxxx 368,333 common shares
---------
for a total of 1,473,332 common shares
---------
---------
4. OBLIGATIONS AND RESPONSIBILITIES OF FIDUTECH AND/OR EDINOV IN THE EXECUTION
OF THIS PRESENT RAA
4.1 FIDUTECH will exercise its rights under the Voting Trust
Agreement for the shares of CEDAR according to the terms and
conditions of the present RAA up to the date of confirmation of
the PLAN.
4.2 FIDUTECH will cause EDINOV to amalgamate with CEDAR upon the
terms specified in the PLAN, including EDINOV shareholders will
hold 95% of the stock and the CEDAR shareholders will hold 5% of
the stock of the amalgamated Company which shares must be listed
and traded on NASDAQ, immediately prior to the Amalgamation,
provided that all the terms of the PLAN shall not be inconsistent
with the requirements of NASDAQ relating to the maintenance of
such listing.
4.3 FIDUTECH and EDINOV shall use their best efforts to obtain all
approvals and consents required for the transaction described
herein and in the PLAN, including without limitation any
shareholder, court and regulatory approvals.
5. SPECIFIC CONDITIONS:
5.1 Completion of the transaction contemplated hereunder by EDINOV is
subject to EDINOV being satisfied that the representations and
warranties by the other parties hereto and set forth herein are
correct in all material respects of the date of entering of an
order confirming the PLAN.
4
5.2 CEDAR and its Auditors together with EDINOV will proceed with its
due diligence at the same time as CEDAR proceeds with its audit.
5.3 CEDAR's attorney will provide EDINOV with a list of any and all
litigation present or pending directly or indirectly related to
CEDAR.
5.4 CEDAR will provide EDINOV with the information and documentation
as set out in Schedule "A" attached, which schedule forms an
integral part of the present RAA.
5.5 The present RAA, including the exhibits and schedules thereto,
and the June 1st Letter constitute the only valid agreements
between the parties and take priority over any other agreement,
whether verbal or written.
5.6 The present agreement shall be governed by and interpreted
according to the laws of Delaware.
IN WITNESS THEREOF the parties have signed in Philadelphia (Pennsylvania) on
this 25th day of June, 1993.
CEDAR GROUP INC. (CEDAR)
PER: /S/ XXXXXXX X. XXXXXX
------------------------------
XXXXXXX X. XXXXXX
EDINOV TECHNOLOGIES INC. (EDINOV)
PER: /S/ XXXXXX X. XXXXXXXXX
------------------------------
XXXXXX X. XXXXXXXXX
FIDUTECH TECHNOLOGIES, INC. (FIDUTECH)
PER: /S/ XXXXXX X. XXXXXXXXX
------------------------------
XXXXXX X. XXXXXXXXX
5
EXHIBIT 1
Amended Joint Plan of Reorganization of Cedar Group, Inc., M.S.W. International,
Inc., Banyan Fastener Corporation and Cedar Warehousing, Inc.
(Plan not attached. The Plan will be available for
inspection at the principal offices of the Company at 000
Xxxxxxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxxx during normal
business hours up to the time of the Meeting, and will be
available for inspection at the Meeting).
6
SCHEDULE "A"
Not Applicable
7
