AGREEMENT AND PLAN OF MERGER dated as of November 18, 2007 by and among MIDDLEBY MARSHALL INC. (“Parent”), NEW CARDINAL ACQUISITION SUB INC. (“Merger Sub”) NEW STAR INTERNATIONAL HOLDINGS, INC. (the “Company”) and WESTON PRESIDIO CAPITAL IV, L.P. (the...Agreement and Plan of Merger • November 23rd, 2007 • Middleby Corp • Refrigeration & service industry machinery • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 18, 2007 by and among Middleby Marshall Inc., a Delaware corporation (“Parent”), New Cardinal Acquisition Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), New Star International Holdings, Inc., a Delaware corporation (the “Company”), and Weston Presidio Capital IV, L.P., as the Equityholders’ Representative.
