AGREEMENT AND PLAN OF MERGER AMONG ZENECA, INC., ZANZIBAR ACQUISITION CORP. AND ZS PHARMA, INC. Dated as of November 5, 2015Merger Agreement • November 13th, 2015 • Zeneca, Inc. • Pharmaceutical preparations • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of November 5, 2015 (the “Agreement Date”) among Zeneca, Inc., a Delaware corporation (“Parent”), Zanzibar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ZS Pharma, Inc., a Delaware corporation (the “Company”).
Tender and Support AgreementTender and Support Agreement • November 13th, 2015 • Zeneca, Inc. • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of November 5, 2015, is entered into by and among Zeneca, Inc., a Delaware corporation (“Parent”), Zanzibar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and each of the persons set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in that Agreement and Plan of Merger, dated as of the date hereof (as it may be amended from time to time, the “Merger Agreement”), by and among Parent, Merger Sub and ZS Pharma, Inc., a Delaware corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • November 13th, 2015 • Zeneca, Inc. • Pharmaceutical preparations
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, the undersigned hereby agree that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of shares of stock of ZS Pharma, Inc.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 18th, 2015 • Zeneca, Inc. • Pharmaceutical preparations
THIS AMENDMENT NO. 1 to Agreement and Plan of Merger (this “Amendment”) is entered into as of November 17, 2015, among Zeneca, Inc., a Delaware corporation (“Parent”), Zanzibar Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and ZS Pharma, Inc., a Delaware corporation (the “Company”).
CONFIDENTIALITY AGREEMENT (Mutual Disclosure)Confidentiality Agreement • November 18th, 2015 • Zeneca, Inc. • Pharmaceutical preparations • Delaware
THIS CONFIDENTIALITY AGREEMENT (the “Agreement”) is made and entered into as of September 23, 2015 (the “Effective Date”) by and between ZS Pharma, Inc., with principal offices located at 508 Wrangler Drive, Suite 100, Coppell, TX 75019 (“ZS Pharma”) and AstraZeneca Pharmaceuticals LP with principal offices located at 1800 Concord Pike, Wilmington, DE 19850 (“Counterparty”). Each of ZS Pharma and Counterparty is hereinafter referred to individually as a “Party” and collectively as the “Parties”.
