AGREEMENT AND PLAN OF MERGER among ASP GT Holding Corp. ASP GT Acquisition Corp. and GenTek Inc. Dated as of September 28, 2009Agreement and Plan of Merger • September 29th, 2009 • ASP GT Holding Corp. • Chemicals & allied products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 28, 2009 (this “Agreement”), by and among ASP GT Holding Corp., a Delaware corporation (“Parent”), ASP GT Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”), and GenTek Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
Offer To Purchase For Cash All Outstanding Shares of Common Stock of GENTEK INC. at $38.00 NET PER SHARE by ASP GT ACQUISITION CORP.Merger Agreement • September 29th, 2009 • ASP GT Holding Corp. • Chemicals & allied products
The information contained in this summary term sheet is a summary only and is not meant to be a substitute for the more detailed description and information contained in the Offer to Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery. You are urged to read carefully the Offer of Purchase, the Letter of Transmittal and the Notice of Guaranteed Delivery in their entirety. Parent and the Purchaser have included cross-references in this summary term sheet to other sections of the Offer to Purchase where you will find more complete descriptions of the topics mentioned below. The information concerning GenTek contained herein and elsewhere in the Offer to Purchase has been provided to Parent and the Purchaser by GenTek or has been taken from or is based upon publicly available documents or records of GenTek on file with the U.S. Securities and Exchange Commission or other public sources at the time of the Offer. Parent and the Purchaser have not independently verified
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 29th, 2009 • ASP GT Holding Corp. • Chemicals & allied products • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 28, 2009, is entered into by and among the persons listed on Schedule I hereto (each, a “Stockholder”), ASP GT Holding Corp., a Delaware corporation (“Parent”) and ASP GT Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (the “Purchaser”).
Letter should be from the ASCP Funds] September 28, 2009ASP GT Holding Corp. • September 29th, 2009 • Chemicals & allied products • New York
Reference is made to that certain Agreement and Plan of Merger (as may be amended, modified or supplemented from time to time, the “Merger Agreement”) of even date herewith, by and among ASP GT Holding Corp., a Delaware corporation (“Parent”), ASP GT Acquisition Corp. a Delaware corporation and wholly-owned subsidiary of Parent (“Buyer”), and GenTek Inc., a Delaware corporation (the “Company”), pursuant to which Buyer intends to commence a tender offer (the “Offer”) to acquire all of the issued and outstanding capital stock of, and then merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger” and, collectively with the Offer, the “Acquisition”). Terms used but not defined herein shall have the meanings set forth in the Merger Agreement.
