Exhibit 2.1 Execution Version Agreement and Plan of Merger by and among Creation Technologies International Inc. Cti Acquisition Corp., Creation Technologies Inc., and Iec Electronics Corp.

Date20 December 2021
SectionMerger Agreements
Exhibit 2.1
Execution Version
AGREEMENT AND PLAN OF MERGER
By and Among
CREATION TECHNOLOGIES INTERNATIONAL INC.
CTI ACQUISITION CORP.,
CREATION TECHNOLOGIES INC.,
and
IEC ELECTRONICS CORP.
dated as of
August 12, 2021
________________
TABLE OF CONTENTS ARTICLE I. The Offer 2 Section 1.01 The Offer. 2
Section 1.02 Company Actions. 6 ARTICLE II. The Merger 7 Section 2.01
The Merger 7 Section 2.02 Closing 7 Section 2.03 Effective Time 7
Section 2.04 Effects of the Merger 8 Section 2.05 Certificate of
Incorporation; By-Laws 8 Section 2.06 Directors and Officers 8 ARTICLE
III. Effect of the Merger on Capital Stock; PAYMENT FOR SHARES 8 Section
3.01 Effect of the Merger on Capital Stock 8 Section 3.02 Surrender and
Payment. 9 Section 3.03 Dissenting Shares 11 Section 3.04 Adjustments
12 Section 3.05 Withholding Rights 12 Section 3.06 Lost Certificates
12 Section 3.07 Treatment of Stock Options and Other Stock-Based Compensation.
13 ARTICLE IV. Representations and Warranties of the Company 14 Section
4.01 Organization; Standing and Power; Charter Documents; Subsidiaries. 14
Section 4.02 Capital Structure. 15 Section 4.03 Authority; Non-
Contravention; Governmental Consents; Board Approval; Anti-Takeover Statutes.
18 Section 4.04 SEC Filings; Financial Statements; Sarbanes-Oxley Act
Compliance; Undisclosed Liabilities; Off-Balance Sheet Arrangements. 19 i
________________
Section 4.05 Absence of Certain Changes or Events 22 Section 4.06 Taxes
23 Section 4.07 Intellectual Property. 24 Section 4.08 Compliance;
Permits. 26 Section 4.09 Litigation 27 Section 4.10 Brokers’ and
Finders’ Fees 27 Section 4.11 Related Person Transactions 27 Section
4.12 Employee Benefit Issues. 27 Section 4.13 Real Property and Personal
Property Matters. 31 Section 4.14 Environmental Matters 32 Section 4.15
Material Contracts. 33 Section 4.16 Insurance 36 Section 4.17
Information in the Offer Documents and the Schedule 14D-9 37 Section 4.18
Anti-Corruption Matters 37 Section 4.19 Fairness Opinion 37 Section
4.20 Government Contracts 38 Section 4.21 Warranty Claims 39 ARTICLE
V. Representations and Warranties of Parent and Merger Sub 40 Section 5.01
Organization 40 Section 5.02 Authority; Non-Contravention; Governmental
Consents; Board Approval. 40 Section 5.03 Information in the Offer
Documents 42 Section 5.04 Financing 42 Section 5.05 Legal Proceedings
44 Section 5.06 Ownership of Company Common Stock 44 Section 5.07 Brokers
44 Section 5.08 Merger Sub 44 ii
________________
ARTICLE VI. Covenants 45 Section 6.01 Conduct of Business of the Company
45 Section 6.02 Access to Information; Confidentiality. 48 Section 6.03
No Solicitation. 49 Section 6.04 Notices of Certain Events 54 Section
6.05 Financing 55 Section 6.06 Employees; Benefit Plans. 59 Section
6.07 Directors’ and Officers’ Indemnification and Insurance. 61 Section
6.08 Antitrust Approvals. 62 Section 6.09 Public Announcements 63
Section 6.10 Anti-Takeover Statutes 64 Section 6.11 Section 16 Matters
64 Section 6.12 Rule 14d-10(d) Matters 64 Section 6.13 Stock Exchange
Delisting; Deregistration 64 Section 6.14 Stockholder Litigation 64
Section 6.15 Obligations of Merger Sub 65 Section 6.16 Resignations 65
Section 6.17 Further Assurances 65 ARTICLE VII. Conditions 65 Section
7.01 Conditions to Each Party’s Obligation to Effect the Merger 65 ARTICLE
VIII. Termination, Amendment, and Waiver 65 Section 8.01 Termination by
Mutual Consent 65 Section 8.02 Termination by Either Parent or the Company
66 Section 8.03 Termination by Parent. 66 Section 8.04 Termination by the
Company 67 Section 8.05 Notice of Termination; Effect of Termination 67
Section 8.06 Fees Following Termination. 68 Section 8.07 Amendment 69
iii
________________
Section 8.08 Extension; Waiver 69 ARTICLE IX. Miscellaneous 70 Section
9.01 Definitions 70 Section 9.02 Interpretation; Construction. 84
Section 9.03 Survival 84 Section 9.04 Governing Law 85 Section 9.05
Submission to Jurisdiction 85 Section 9.06 Waiver of Jury Trial 86
Section 9.07 Notices 86 Section 9.08 Entire Agreement 87 Section 9.09
No Third-Party Beneficiaries 88 Section 9.10 Severability 88 Section
9.11 Assignment 88 Section 9.12 Remedies Cumulative 88 Section 9.13
Specific Performance 88 Section 9.14 Recourse Only to Parties 90
Section 9.15 Counterparts; Effectiveness 91 Section 9.16 Disclosure
Schedules; Materiality 91 Section 9.17 Guarantee 91 iv
________________
AGREEMENT AND PLAN OF MERGER
This Agreement and Plan of Merger (this “Agreement”), is entered into as of
August 12, 2021, by and among IEC Electronics Corp., a Delaware corporation (the
“Company”), Creation Technologies International Inc., a Delaware corporation
(“Parent”), CTI Acquisition Corp., a Delaware corporation and a wholly-owned
Subsidiary of Parent (“Merger Sub”) and, solely for purposes of Sections 5.04,
6.05, 9.13 (to the extent related to specific performance of its obligations
under Section 6.05) and 9.17, Creation Technologies Inc., a Delaware corporation
(“Guarantor”). Capitalized terms used herein (including in the immediately
preceding sentence) and not otherwise defined herein shall have the meanings set
forth in Section 9.01 hereof.
RECITALS
WHEREAS, Parent desires to acquire the Company on the terms and subject to the
conditions set forth in this Agreement;
WHEREAS, the board of directors of the Company (the “Company Board”) has
constituted a special committee (the “Company Special Committee”) which has
engaged in negotiation with Parent with respect to the acquisition by Parent of
the Company;
WHEREAS, in furtherance thereof and pursuant to this Agreement, Merger Sub has
agreed to commence a cash tender offer to purchase all of the outstanding shares
of the common stock, par value $0.01 per share, of the Company (the “Company
Common Stock”), at a price per share of Company Common Stock of $15.35 (such
amount or any different amount per share that may be paid pursuant to the Offer
being hereinafter referred to as the “Offer Price”) net to the holder of such
Common Stock in cash, without interest, on the terms and subject to the
conditions set forth in this Agreement (as it may be extended, amended, or
supplemented from time to time as permitted under this Agreement, the “Offer”);
WHEREAS, following the consummation of the Offer, Merger Sub shall be merged
with and into the Company with the Company surviving that merger as a wholly
owned subsidiary of Parent (the “Merger”), in accordance with the General
Corporation Law of the State of Delaware (the “DGCL”) and on the terms and
subject to the conditions set forth in this Agreement, pursuant to which each
issued and outstanding share of Company Common Stock as of the Effective Time,
other than: (a) shares of Company Common Stock owned directly or indirectly by

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