AGREEMENT AND PLAN OF MERGER BY AND AMONG LATROBE SPECIALTY METALS, INC. CARPENTER TECHNOLOGY CORPORATION, HAWKE ACQUISITION CORP., HHEP-LATROBE, L.P., AS REPRESENTATIVE OF THE HICKS EQUITYHOLDERS AND WATERMILL-TOOLROCK PARTNERS, L.P., AS...Agreement and Plan of Merger • June 21st, 2011 • Carpenter Technology Corp • Steel works, blast furnaces & rolling mills (coke ovens) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 20, 2011, is by and among Latrobe Specialty Metals, Inc., a Delaware corporation (the “Company”), Carpenter Technology Corporation, a Delaware corporation (“Parent”), Hawke Acquisition Corp., a Delaware corporation and direct wholly-owned subsidiary of Parent (“Acquisition Sub”), Watermill-Toolrock Partners, L.P., a Delaware limited partnership, solely as the representative of the Watermill Equityholders (the “Watermill Representative”), and HHEP-Latrobe, L.P., a Delaware limited partnership, solely as the representative of the Hicks Equityholders (the “Hicks Representative” and, collectively with the Watermill Representative, the “Representatives” and each a “Representative”).
