AGREEMENT AND PLAN OF MERGER among TOTAL MERCHANT LIMITED TM MERGER SUB CORP. and METALICO, INC. dated as of June 15, 2015Agreement and Plan of Merger • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of June 15, 2015, by and among METALICO, INC., a Delaware corporation (the “Company”), TOTAL MERCHANT LIMITED, a Samoan limited company (“Parent”), and TM MERGER SUB CORP., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
Voting AgreementVoting Agreement • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • Delaware
This Voting Agreement (this “Agreement”), dated as of June 15, 2015 among the undersigned stockholder (“Stockholder”) of Metalico, Inc., a Delaware corporation (the “Company”), the Company and Total Merchant Limited, a Samoan Limited Company (“Parent”).
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • June 16th, 2015 • Metalico Inc • Secondary smelting & refining of nonferrous metals • New York
This Amendment No. 1 to Rights Agreement (this “Amendment”), dated as of June 15, 2015, between Metalico, Inc., a Delaware corporation (the “Company”), and Corporate Stock Transfer, Inc., as Rights Agent (the “Rights Agent”), to the Rights Agreement, dated as of February 3, 2015, between the Company and the Rights Agent (the “Rights Agreement”); all capitalized terms not defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
FOR IMMEDIATE RELEASE METALICO AGREES TO SALE TO TOTAL MERCHANTMetalico Inc • June 16th, 2015 • Secondary smelting & refining of nonferrous metals
CRANFORD, NJ, June 16, 2015 – The Board of Directors of Metalico, Inc. (NYSE MKT: MEA), an operator of scrap metal recycling facilities primarily in the eastern Great Lakes corridor, has agreed to sell the Company to Total Merchant Limited for a total purchase price of approximately $87 million.
