AGREEMENT AND PLAN OF MERGER BY AND AMONG FLUID ROUTING SOLUTIONS HOLDING CORP. (a Delaware corporation) FRS GROUP, LP (a Delaware limited partnership) AUTOMOTIVE HOLDING ACQUISITION CORP. (a Delaware corporation) and PARK-OHIO INDUSTRIES, INC. (an...Agreement and Plan of Merger • May 10th, 2012 • Park Ohio Holdings Corp • Metal forgings & stampings • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2012, is made by and among Fluid Routing Solutions Holding Corp., a Delaware corporation (the “Company”), Park-Ohio Industries, Inc., an Ohio corporation (the “Purchaser”), Automotive Holding Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), and FRS Group, LP, a Delaware limited partnership (the “Representative”), as representative for the Stockholders and Optionholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I below.
