AGREEMENT AND PLAN OF MERGER among: UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation; PANTENE GLOBAL HOLDINGS LIMITED, a Hong Kong corporation; PANTENE GLOBAL ACQUISITION CORP., a Nevada corporation; and SPEAR & JACKSON, INC., a Nevada...Agreement and Plan of Merger • June 25th, 2007 • Spear & Jackson Inc • Cutlery, handtools & general hardware • Nevada
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2007, by and among: UNITED PACIFIC INDUSTRIES LIMITED, a Bermuda corporation (“UPI”); PANTENE GLOBAL HOLDINGS LIMITED, a Hong Kong corporation and wholly-owned subsidiary of UPI (“Pantene” and collectively with UPI, the “Parent”), PANTENE GLOBAL ACQUISITION CORP., a Nevada corporation and a wholly-owned subsidiary of Pantene (“Merger Sub”); and SPEAR & JACKSON, INC., a Nevada corporation and a 61.78% owned subsidiary of Pantene (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
