Corporation law

You'll find it in our text, Commentaries and Cases on the Law of Business Organizations, page 482, Section 12.6.7.

Facts: Agreement and plan of merger by and among Rauma-Repola Oy ( parent) , a corporation organized under the law of Finland; Rauma Acquisition Corporation (purchaser), a delaware corporation and a direct, wholly owned subsidiary of parent; and Timberjack Corporation, a Delaware Corp.

WITNESSETH: Whereas the board of directors of parent, purchaser and the company have appproved the acquisition of the company by purchaser pursuant to the terms and subject to the conditions set forth in this agreement. Whereas, as an integral part of such acquisition, purchaser will make a cash tender offer for all shares of the issued and outstanding common stock, upon terms and subject to conditions set forth in this agreement. Whereas, the board of directors of the company has approved the offers and has recoomended that the stockholders of the company tender their shares of common stock pursuant to the offer. Whereas, in order to induce parent and pruchaser to enter on this agreement, the company has entered into a cancellation fee agreement with parent and purchaser.

THE OFFER: The purchaser commence a tender offer to acquire any or all issued shares at a common stock at a price of $25.00 per share in cash. including 70 percent of the issued share available for acquisition( minimum amount)

THE MERGER: Purchaser will be merged with into the company the Merger, in accordance with the Delaware law. The separate existence of purchaser shall cease and the company shall continue as the surviving corporation.. Each share of common stock shares held , directly or indirectly, by parent, purchaser or any indirect subsidiary by parent. Each share of common stock held , directly or indirectly shall be cancelled. Each issued share of common stock par value $1.00 per sahre of purchaser shall be converted into become one validly issued, fully paid.

BYLAWS: the bylaws of the purchaser, shall be the bylaws of the surviving corporation

DIRECTORS: The directors of the purchaser shall be the initial directors of the Surviving corporation.

ARTICLE III. The representations and warranties of the company. The company represents and warrants to parent and purchaser that the company and its subsidiaries is a corporation duly organized and validly existing in good standing. The execution, delivery, and performance by the company of this agreement including the fee agreement and the consummation of this transaction have been duly authorized by the board and no other corporate action on the part of the company is necessary to authorize the execution. Absence of certain changes or events- except in writing to parent or purchaser, the company or its subsidiaries have conducted their business only in the ordinary course and in a manner consistent with past practice and have not made any material change in the conduct of the business or operation of the company as a whole and there has not been any material adverse effect with respect to the company and its subsidiaries, any strike, picketing etc.

Title to property. The company and its subsidiaries have good and marketable title or valid leasehold right s in the case of leased property.

Address the Following Questions:

1. What course of events is envisioned by the merger agreement?
2. What happens to the shares of Timberjack upon the merger?
3. Why are all shares not treated in the same way?
4. What will be the charter and the bylaws, and who will be the officers and directors of the surviving corporation?
5. What is the purpose of the provisions in Article III? In what other kind of agreement would you find similar provisions?