JURY TRIAL. *
Section 9.08 Counterparts; Effectiveness; Benefit. *
Section 9.09 Entire Agreement. *
Section 9.10 Captions. *
Section 9.11 Severability. *
Section 9.12 Specific Performance. *
Section 9.13 Interpretation. *
Section 9.14 Company Disclosure Memorandum. *
Section 9.15 Parties in Interest. *
Section 9.16 Obligation of Parent and the Company. *
Section 9.17 Certain Definitions. *
INDEX OF DEFINED TERMS
Term
Section
Acquisition Proposal 6.05(e)
Affiliate 9.17(a)
Agreement Recitals
Beneficially 9.17(b)
Board of Directors 1.02(a)
Business Day 9.17(c)
Cancellation Instrument 3.04
Certificates 3.03(a)
Closing 2.03
Code 4.12(b)
COBRA 4.12(i)
Company Recitals
Company Common Stock Recitals
Company Disclosure Memorandum Article 4
Company Employees 6.08(a)
Company's Form 10-K 4.15
Company SEC Reports 4.06(a)
Company Securities 4.02(b)
Company Stockholder Meeting 6.03(a)
Confidentiality Agreement 6.04(c)
Continuing Directors 1.03(a)
Control 9.17(a)
Corporate Agent 6.07(b)
DGCL 1.02(a)
Dissenting Shares 3.02
DOJ 6.06(b)
Effective Time 2.02
Employee Plans 4.12(a)
Environmental Laws 4.13(b)(i)
Environmental Permits 4.13(b)(ii)
ERISA 4.12(a)
Exchange Act 1.01(a)
Fairness Opinion 1.02(a)
FTC 6.06(b)
Governmental Entity 4.04
Hazardous Substance 4.13(b)(iii)
HSR Act 4.04
Indemnified Party 6.07(c)
Information Statement 4.07
Initial Expiration Date 1.01(a)
Intellectual Property 4.14(g)
IRS 4.11(f)
Knowledge 9.17(d)
Law 9.17(e)
Licensed Intellectual Property 4.14(f)
Liens 4.01
Material Adverse Effect 4.01
Material Contract 4.17(a)
Merger Recitals
Merger Consideration 3.01(a)(i)
Minimum Condition 1.01(a)
Morgan Stanley 1.02(a)
Offer Recitals
Offer Completion Date 6.03(a)
Offer Documents 1.01(c)
Offer Price Recitals
Option 3.04
Option Consideration 3.04
Option Plan 3.04
Other Enterprise 6.07(d)
Owned Intellectual Property 4.14(f)
Parent Recitals
Paying Agent 3.03(a)
Payment Fund 3.03(a)
Permits 4.10
Person 9.17(f)
Proxy Statement 4.04
Purchaser Recitals
Required Vote 9.17(g)
Schedule 14D-9 1.02(b)
Schedule TO 1.01(c)
SEC 1.01(b)
Securities Act 4.06(a)
Shares 1.01(a)
Significant Subsidiaries 9.17(h)
Subsidiary 4.01
Superior Proposal 6.05(e)
Surviving Corporation 2.01
Tax Return 4.11(f)
Taxes 4.11(f)
Taxing Authority 4.11(f)
Termination Fee 8.03(b)
Transactions 1.02(a)
Voting and Tender Agreement Recitals
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER (this "Agreement") dated as of August 12, 2001
among Hungry Minds, Inc., a Delaware corporation (the "Company"), John Wiley &
Sons, Inc., a New York corporation ("Parent"), and HMI Acquisition Corp., a
Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent
("Purchaser").
WHEREAS, the respective Boards of Directors of Parent, Purchaser and the Company
have determined that it would be advisable and in the best interests of their
respective stockholders for Parent to acquire the Company on the terms and
conditions set forth herein;
WHEREAS, to effectuate the acquisition, it is proposed that Purchaser commence a
cash tender offer, as it may be amended from time to time as permitted under
this Agreement (the "Offer"), to purchase all of the issued and outstanding
shares of Class A Common Stock, $.001 par value per share of the Company (the
"Company Common Stock"), at a purchase price, net to seller in cash, without
interest, of $6.09 per share (the "Offer Price"), upon the terms and subject to
the conditions set forth in this Agreement;
WHEREAS, to effectuate the acquisition, it is further proposed that following
the consummation of the Offer,