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Agreement and Plan of Merger
Agreement and Plan of Merger (126K)
Doc #1397243: Click preview link for longer preview.
AGREEMENT AND PLAN OF MERGER
dated as of
May 1, 2001
among
SODEXHO MARRIOTT SERVICES, INC.
SODEXHO ALLIANCE, S.A.
and
SMS ACQUISITION CORP.
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TABLE OF CONTENTS
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. . .
1397243
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Sodexho Alliance, SA
As referenced in this Agreement and Plan of Merger:
SODEXHO ALLIANCE, – AGREEMENT AND PLAN OF MERGER
<TEXT>
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Exhibit 2.1
AGREEMENT AND PLAN OF MERGER
dated as of
May 1, 2001
among
SODEXHO MARRIOTT SERVICES, INC.
SODEXHO ALLIANCE, S.A.
and
SMS ACQUISITION CORP.
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TABLE OF CONTENTS
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PAGE
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ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions............................................ 1
ARTICLE 2
THE OFFER
SECTION 2.01. The
_____________
Sodexho
Alliance, – iii
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AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER dated as of May 1, 2001, among Sodexho
Marriott Services, Inc., a Delaware corporation (the "Company"), Sodexho
Alliance, S.A., a societe anonyme organized under the laws of the Republic of
France ("Parent"), and SMS Acquisition Corp., a Delaware corporation and a
wholly-owned subsidiary of Parent ("
_____________
Sodexho Alliance, – 01. Notices. All notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission) and shall be given,
if to Parent or Merger Subsidiary, to:
Sodexho Alliance, S.A.
3, Avenue Newton
78180 Montigny-le-Bretonneux, France
Attention: Bernard Carton
Fax: 011-33-1-30-85-50-88
with a copy to:
Davis Polk & Wardwell
_____________
SODEXHO ALLIANCE, – their respective authorized officers as of the day and year
first above written.
SODEXHO MARRIOTT SERVICES, INC.
By: /s/ Michel Landel
------------------------------------
Name: Michel Landel
Title: President and Chief Executive
Officer
SODEXHO ALLIANCE, S.A.
By: /s/ Pierre Bellon
------------------------------------
Name: Pierre Bellon
Title: Chairman and Chief Executive
Officer
SMS ACQUISITION CORP.
By: /s/ Denis Robin
------------------------------------
Name: Denis Robin
Title: President
42
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dt 1706939
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 BNY
As referenced in this Agreement and Plan of Merger:
Bank of New York, – Rights" means the preferred stock purchase rights issued pursuant to the
Rights Agreement.
"Rights Agreement" means the Rights Agreement dated as of October 8, 1993
between the Company and The Bank of New York, as Rights Agent, as amended by
Amendment No. 1 thereto dated as of September 30, 1997 and Amendment No. 2
thereto dated as of March 27, 1998.
"SEC" means
_____________
dt 1726334
;
GSI
As referenced in this Agreement and Plan of Merger:
Goldman Sachs International – or omissions included in the Offer Documents based upon information
furnished to Parent or Merger Subsidiary by the Company specifically for use
therein.
SECTION 6.06. Finders' Fees. Except for Goldman Sachs International ,
whose fees will be paid by Parent, there is no investment banker, broker,
finder or other intermediary that has been retained by or is authorized to act
on behalf
_____________
dt 1722585
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Preview
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| 2001 |
Assistance Agreement
Assistance Agreement (22K)
Doc #1397239: Click preview link for longer preview.
ASSISTANCE AGREEMENT
This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of
March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized
under the laws of the Republic of France ("Sodexho"), and MARRIOTT
INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott
Services, Inc." ("SMS").
W I T N E S S E T H:
WHEREAS, Sodexho has significant experience and knowledge in the
administration, trading, organization, . . .
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Marriott Int'l
As referenced in this Assistance Agreement:
MARRIOTT
INTERNATIONAL, INC – made and entered into as of
March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized
under the laws of the Republic of France ("Sodexho"), and MARRIOTT
INTERNATIONAL, INC ., a Delaware corporation to be renamed "Sodexho Marriott
Services, Inc." ("SMS").
W I T N E S S E T H:
WHEREAS, Sodexho has significant experience and knowledge in
_____________
Marriott International, Inc – dated as of the date hereof by
and between Sodexho and SMS (the "Royalty Agreement"), the Agreement
and Plan of Merger dated as of September 30, 1997 by and among
Marriott International, Inc . ("MII"), Marriott-ICC Merger Corp., New
Marriott MI, Inc. ("Spinco"), Sodexho and International Catering
Corporation, as amended (the "Merger Agreement"), the Distribution
Agreement dated as of September 30, 1997
_____________
MARRIOTT INTERNATIONAL, INC – hereto have executed this Agreement as of
the date first above written.
SODEXHO ALLIANCE, S.A.
/s/ Bernard Carton
------------------------------------------
Name: Bernard Carton
Title: Senior Vice President And Chief Financial Officer
MARRIOTT INTERNATIONAL, INC .
(to be renamed "Sodexho Marriott Services, Inc.")
/s/ Lawrence E. Hyatt
------------------------------------------
Name: Lawrence E. Hyatt
Title: Vice President
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Annex A
Termination of
Assistance Agreement
The undersigned
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dt 1326894
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Sodexho Alliance, SA
As referenced in this Assistance Agreement:
SODEXHO ALLIANCE, – lt;TEXT>
<PAGE>
Exhibit 99.(d)(5)
ASSISTANCE AGREEMENT
This ASSISTANCE AGREEMENT (this "Agreement") is made and entered into as of
March 27, 1998 by and between SODEXHO ALLIANCE, S.A. a societe anonyme organized
under the laws of the Republic of France ("Sodexho"), and MARRIOTT
INTERNATIONAL, INC., a Delaware corporation to be renamed "Sodexho Marriott
Services, Inc." ("
_____________
Sodexho Alliance, – Financial Officer
With a copy to:
Sodexho Marriott Services, Inc.
10400 Fernwood Road
Bethesda, MD 20817
U.S.A.
Fax: (301) 380-6727
Attn: General Counsel
If to Sodexho, to:
Sodexho Alliance, S.A.
3, avenue Newton
78180 Montigny Le Bretonneux
France
Fax: 011-33-1-3085-5005
Attn: Bernard Carton
All such notices, requests and other communications shall be deemed
_____________
SODEXHO ALLIANCE, – any other
equitable remedy which may then be available.
9
<PAGE>
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
SODEXHO ALLIANCE, S.A.
/s/ Bernard Carton
------------------------------------------
Name: Bernard Carton
Title: Senior Vice President And Chief Financial Officer
MARRIOTT INTERNATIONAL, INC.
(to be renamed "Sodexho Marriott Services, Inc.")
/s/ Lawrence E.
_____________
Sodexho Alliance, – Termination of
Assistance Agreement
The undersigned hereby agree that, effective as of the date hereof, the
Assistance Agreement (the "1992 Agreement") dated as of September 1, 1992, as
amended, between Sodexho Alliance, S.A. ("Sodexho SA") and Sodexho USA, Inc.
("Sodexho USA") shall terminate and have no further force or effect. Sodexho SA
shall promptly issue to Sodexho USA an invoice
_____________
SODEXHO ALLIANCE, – 1992 Agreement, and Sodexho USA shall promptly make payment in respect thereof.
IN WITNESS WHEREOF, the parties hereto have caused this Termination to be
duly executed on March 27, 1998.
SODEXHO ALLIANCE, S.A.
------------------------------------------
Name:
Title:
SODEXHO USA, Inc.
------------------------------------------
Name:
Title:
</TEXT>
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