Wisconsin Merger Agreement between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc.

• Category: Corporations - Public - Mergers
• State: Multi-State
• Control #: US-EG-9181
• Format: Word; Rich Text

Description

Agreement of Merger between Cenex Harvest States Cooperative, SF Acquisition Corporation and Sparta Foods, Inc. dated December 31, 1999. 44 pages The Wisconsin Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding contract that outlines the terms and conditions of the merger between these entities. This description will provide a detailed overview of the agreement and its various types. 1. Basic Overview: The Wisconsin Merger Agreement is a comprehensive contract that governs the merger process between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation (SAC), and Sparta Foods, Inc. The agreement establishes the terms, conditions, and procedures necessary for the successful consolidation of these entities. 2. Merger Types: a. Stock Merger: One type of Wisconsin Merger Agreement is a stock merger. In this case, CHS and SAC will issue their stocks to the shareholders of Sparta Foods, Inc. based on a predetermined exchange ratio. The shareholders of Sparta Foods will become shareholders of CHS and SAC, resulting in a combined ownership structure. b. Asset Merger: Another type of Wisconsin Merger Agreement is an asset merger. In this scenario, CHS and SAC acquire specific assets and liabilities of Sparta Foods, Inc. The agreement outlines which assets and liabilities will be transferred and specifies the terms of such transfer, including any purchase price or compensation arrangements. 3. Terms and Conditions: The Wisconsin Merger Agreement covers various elements essential for a successful merger: a. Consideration: The agreement details the consideration to be given to the shareholders of Sparta Foods, Inc. in exchange for their shares. This can include cash, stocks, or a combination of both as per the agreed exchange ratio. b. Closing Conditions: The agreement specifies the conditions that must be fulfilled before the merger can be completed. These conditions might include regulatory approvals, consents, or waivers required from relevant authorities or third parties. c. Representations and Warranties: Both CHS and SAC, as acquiring parties, and Sparta Foods, Inc. will make a series of representations and warranties regarding their respective businesses. These assurances ensure that all parties involved in the merger have disclosed accurate and complete information about their operations, finances, assets, and liabilities. d. Post-Merger Governance: The agreement outlines the governance structure of the merged entity, including the composition of the board of directors and key executive appointments. It also defines the roles and responsibilities of each party to ensure effective management and decision-making post-merger. e. Confidentiality and Non-Compete: The agreement may include provisions that restrict the disclosure of confidential information related to the merger and impose non-compete obligations on the parties involved, preventing them from engaging in competitive activities that may harm the merged entity's interests. In conclusion, the Wisconsin Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding contract that establishes the terms, conditions, and procedures for the merger. The agreement can be in the form of a stock merger or an asset merger, depending on the specific terms and preferences of the involved entities. The detailed terms and conditions address considerations, closing conditions, representations and warranties, governance, confidentiality, and non-competition obligations to ensure successful integration and realization of the merger's objectives.

The Wisconsin Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding contract that outlines the terms and conditions of the merger between these entities. This description will provide a detailed overview of the agreement and its various types. 1. Basic Overview: The Wisconsin Merger Agreement is a comprehensive contract that governs the merger process between CEDEX Harvest States Cooperative (CHS), SF Acquisition Corporation (SAC), and Sparta Foods, Inc. The agreement establishes the terms, conditions, and procedures necessary for the successful consolidation of these entities. 2. Merger Types: a. Stock Merger: One type of Wisconsin Merger Agreement is a stock merger. In this case, CHS and SAC will issue their stocks to the shareholders of Sparta Foods, Inc. based on a predetermined exchange ratio. The shareholders of Sparta Foods will become shareholders of CHS and SAC, resulting in a combined ownership structure. b. Asset Merger: Another type of Wisconsin Merger Agreement is an asset merger. In this scenario, CHS and SAC acquire specific assets and liabilities of Sparta Foods, Inc. The agreement outlines which assets and liabilities will be transferred and specifies the terms of such transfer, including any purchase price or compensation arrangements. 3. Terms and Conditions: The Wisconsin Merger Agreement covers various elements essential for a successful merger: a. Consideration: The agreement details the consideration to be given to the shareholders of Sparta Foods, Inc. in exchange for their shares. This can include cash, stocks, or a combination of both as per the agreed exchange ratio. b. Closing Conditions: The agreement specifies the conditions that must be fulfilled before the merger can be completed. These conditions might include regulatory approvals, consents, or waivers required from relevant authorities or third parties. c. Representations and Warranties: Both CHS and SAC, as acquiring parties, and Sparta Foods, Inc. will make a series of representations and warranties regarding their respective businesses. These assurances ensure that all parties involved in the merger have disclosed accurate and complete information about their operations, finances, assets, and liabilities. d. Post-Merger Governance: The agreement outlines the governance structure of the merged entity, including the composition of the board of directors and key executive appointments. It also defines the roles and responsibilities of each party to ensure effective management and decision-making post-merger. e. Confidentiality and Non-Compete: The agreement may include provisions that restrict the disclosure of confidential information related to the merger and impose non-compete obligations on the parties involved, preventing them from engaging in competitive activities that may harm the merged entity's interests. In conclusion, the Wisconsin Merger Agreement between CEDEX Harvest States Cooperative, SF Acquisition Corporation, and Sparta Foods, Inc. is a legally binding contract that establishes the terms, conditions, and procedures for the merger. The agreement can be in the form of a stock merger or an asset merger, depending on the specific terms and preferences of the involved entities. The detailed terms and conditions address considerations, closing conditions, representations and warranties, governance, confidentiality, and non-competition obligations to ensure successful integration and realization of the merger's objectives.