AGREEMENT AND PLAN OF MERGER by and among ALSCO HOLDINGS, INC. SUN ALSCO, LLC ALSCO ACQUISITION CORP. and ALERIS INTERNATIONAL, INC. September 7, 2005Agreement and Plan of Merger • September 8th, 2005 • Aleris International, Inc. • Secondary smelting & refining of nonferrous metals • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 7, 2005, is made by and among ALSCO Holdings, Inc., a Delaware corporation (the “Company”), Aleris International, Inc., a Delaware corporation (the “Purchaser”), ALSCO Acquisition Corp., a Delaware corporation and indirect wholly-owned subsidiary of the Purchaser (the “Merger Sub”), and Sun ALSCO, LLC, a Delaware limited liability company, as representative for the Company’s stockholders and optionholders (the “Representative”). Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X below.
