AGREEMENT AND PLAN OF MERGER dated as of February 15, 2017 by and amongAgreement and Plan of Merger • February 21st, 2017 • Sonoco Products Co • Paperboard containers & boxes • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of February 15, 2017, is entered into by and among Sonoco Plastics, Inc., a Pennsylvania corporation (“Acquiror”), Sequoia 2017, Inc., a Delaware corporation and a wholly-owned subsidiary of Acquiror (“Merger Sub”), Packaging Holdings, Inc., a Delaware corporation (“Company”), Odyssey Investment Partners, LLC, a Delaware limited liability company, solely in its capacity as the initial Holder Representative hereunder, and, solely for purposes of Section 13.17 and all related definitions, Sonoco Products Company, a South Carolina corporation (“Parent Guarantor”). The Company, Merger Sub, Acquiror and the Holder Representative are referred to herein, collectively, as the “Parties” and, individually, each a “Party.”
