AGREEMENT AND PLAN OF MERGER Among LOWRANCE ELECTRONICS, INC., SIMRAD YACHTING AS and NAVICO ACQUISITION CORP. Dated as of January 29, 2006Agreement and Plan of Merger • January 31st, 2006 • Simrad Yachting As • Search, detection, navagation, guidance, aeronautical sys • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of January 29, 2006, among LOWRANCE ELECTRONICS, INC., a corporation incorporated in the State of Delaware (the “Company”), SIMRAD YACHTING AS, a stock corporation incorporated under the laws of Norway (“Parent”), and NAVICO ACQUISITION CORP., a corporation incorporated in the State of Delaware and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub being hereinafter sometimes collectively referred to as the “Constituent Corporations”).
Mr. Darrell J. Lowrance c/o Lowrance Electronics, Inc. 12000 East Skelly Drive Tulsa, Oklahoma 74128 Dear Mr. Lowrance:Simrad Yachting As • January 31st, 2006 • Search, detection, navagation, guidance, aeronautical sys
This letter is to confirm our agreement regarding all of the shares of common stock, par value $0.10 per share (“Common Stock”), of LOWRANCE ELECTRONICS, INC., a corporation incorporated under the laws of Delaware (the “Company”), beneficially owned by you and your affiliates and any other shares of Common Stock as to which you or your affiliates may hereafter acquire beneficial ownership (collectively, the “Subject Shares”), which agreement was required to induce SIMRAD YACHTING AS, a stock corporation incorporated under the laws of Norway (“Parent”), and NAVICO ACQUISITION CORP., a wholly owned subsidiary of Parent incorporated under the laws of the State of Delaware (“Merger Sub”), to enter into the Agreement and Plan of Merger, dated the date hereof (the “Merger Agreement”), among Parent, Merger Sub and the Company. Terms used but not defined herein which are defined in the Merger Agreement shall have the meanings ascribed to them in the Merger Agreement.
