OFFER TO PURCHASE FOR CASH All Outstanding Shares of Common Stock of AMERICAN PACIFIC CORPORATION a Delaware Corporation at $46.50 Net Per Share by Flamingo Merger Sub Corp. a wholly-owned subsidiary of Flamingo Parent Corp.Flamingo Merger Sub Corp. • January 24th, 2014 • Industrial inorganic chemicals • New York
The Offer is being made pursuant to the Agreement and Plan of Merger, dated as of January 9, 2014 (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Purchaser and AMPAC. The Merger Agreement provides, among other things, that as soon as practicable following the consummation of the Offer, and subject to the satisfaction or waiver of certain conditions, Purchaser will be merged with and into AMPAC (the “Merger”), with AMPAC continuing as the surviving corporation (the “Surviving Corporation”) in the Merger and a wholly-owned subsidiary of Parent. The closing of the Merger is referred to as the “Merger Closing.” Acceptance for payment of Shares pursuant to and subject to the conditions of the Offer, which shall occur immediately following the expiration of the Offer (which is expected to be on February 24, 2014 at midnight (New York City time), unless Purchaser extends the Offer pursuant to the terms of the Merger Agreement), is referred to as the “Acc
Flamingo Parent Corp. c/o H.I.G. Capital, LLC New York, NY 10020 Ladies and Gentlemen:Letter Agreement • February 6th, 2014 • Flamingo Merger Sub Corp. • Industrial inorganic chemicals • Delaware
This letter agreement (this “Agreement”) sets forth the commitment of H.I.G. Bayside Debt & LBO Fund II, L.P., a Delaware limited partnership (the “Fund”), subject to the terms and conditions contained herein, to purchase certain equity interests of Flamingo Parent Corp., a newly formed Delaware corporation (“Parent”). It is contemplated that, pursuant to an Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), to be dated on or about the date hereof, by and among Parent, Flamingo Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and American Pacific Corporation, a Delaware corporation (the “Company”), Merger Sub will be merged with and into the Company (the “Merger”), with the Company being the surviving entity of such Merger and a wholly-owned subsidiary of Parent. Each capitalized term used and not defined herein shall have the meaning ascribed thereto in the M
