THE MERGER 1 1.1. The Merger 1 1.2. Effective Time of the Merger 1 1.3. The Closing 2 1.4. Articles of Incorporation 2 1.5. Bylaws 2 1.6. Directors and Officers 2Agreement and Plan of Merger • July 30th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 20th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus
In accordance with Rule 13D-1(f) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to Shares of common stock, par value $0.01 per share, of Alaris Medical Systems, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 18th day of May, 2004.
RECITALS:Settlement Agreement • March 13th, 2000 • Alaris Medical Inc • Surgical & medical instruments & apparatus • California
W I T N E S S E T H:Alaris Medical Inc • March 13th, 2000 • Surgical & medical instruments & apparatus • New York
W I T N E S S E T H: -------------------Alaris Medical Inc • December 4th, 2000 • Surgical & medical instruments & apparatus
W I T N E S S E T H:Credit Agreement • August 26th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus • New York
by and amongRegistration Rights Agreement • August 26th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus • New York
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE INFORMATION OMITTED IN THIS DOCUMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DEVELOPMENT AND EXCLUSIVE DISTRIBUTION AGREEMENTDistribution Agreement • December 12th, 1995 • Advanced Medical Inc • Surgical & medical instruments & apparatus
AMENDMENT NO. 5 --------------------------------------------------------------- ----------------- AMENDMENT NO. 5 (this "Amendment"), dated as of October 29, 1999, among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a Delaware...Alaris Medical Inc • March 13th, 2000 • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 4 AND CONSENTAlaris Medical Inc • August 26th, 1998 • Surgical & medical instruments & apparatus
May 18, 2004 Cardinal Health, Inc. 7000 Cardinal Place Dublin, Ohio 43017 Re: SUPPORT/TENDER AGREEMENT Dear Sirs: Concurrently with the execution and delivery of this letter agreement, Cardinal Health, Inc. ("CARDINAL HEALTH"), Blue Merger Corp., a...Tender Agreement • May 20th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
Exhibit 10.1 AMENDMENT NO. 3 AND CONSENT TO CREDIT AGREEMENT AMENDMENT NO. 3 AND CONSENT (this "Amendment"), dated as of March 4, 1998, among ALARIS MEDICAL, INC. (formerly named Advanced Medical, Inc.), a Delaware corporation ("ALARIS Medical"),...Credit Agreement • May 15th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus • New York
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR THE INFORMATION OMITTED IN THIS DOCUMENT PURSUANT TO RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. DEVELOPMENT AND EXCLUSIVE DISTRIBUTION AGREEMENTDistribution Agreement • January 31st, 1996 • Advanced Medical Inc • Surgical & medical instruments & apparatus
PURCHASE AGREEMENT July 23, 1998Alaris Medical Inc • August 26th, 1998 • Surgical & medical instruments & apparatus
CREDIT AGREEMENT Dated as of June 30, 2003 among ALARIS MEDICAL SYSTEMS, INC. as Borrower and THE LENDERS AND ISSUERS PARTY HERETO and CITICORP NORTH AMERICA, INC. as Administrative Agent and UBS SECURITIES LLC as Syndication Agent and BEAR STEARNS...Credit Agreement • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
CREDIT AGREEMENT, dated as of June 30, 2003, among ALARIS MEDICAL SYSTEMS, INC., the surviving corporation of the Merger described herein, a Delaware corporation (the “Borrower”), the Lenders (as defined below), the Issuers (as defined below) and CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties (as defined below) under the Collateral Documents, the “Administrative Agent”), UBS SECURITIES LLC, as syndication agent for the Lenders and the Issuers (in such capacity, the “Syndication Agent”), and BEAR STEARNS CORPORATE LENDING INC. and CIBC WORLD MARKETS CORP., as co-documentation agents for the Lenders and the Issuers (in such capacity, each a “Co-Documentation Agent” and collectively, the “Co-Documentation Agents”).
9,100,000 Shares of Common Stock ALARIS Medical Inc. UNDERWRITING AGREEMENT June 25, 2003Underwriting Agreement • July 14th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
BEAR, STEARNS & CO. INC. CITIGROUP GLOBAL MARKETS INC. UBS SECURITIES LLC As Representatives of the several Underwriters named in Schedule I attached hereto c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179
ALARIS Medical, Inc. 7¼% Senior Subordinated Notes due 2011 UNDERWRITING AGREEMENT June 25, 2003Underwriting Agreement • July 14th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
ALARIS Medical, Inc., a corporation organized and existing under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of $175,000,000 principal amount of the Company’s 7¼% Senior Subordinated Notes due 2011 (the “Notes”). The Notes will be issued pursuant to the indenture dated as of June 30, as supplemented by the first supplemental indenture (as so supplemented, the “Indenture”), dated as of the Closing Date (as defined below), between the Company and The Bank of New York, as trustee. Bear, Stearns & Co. Inc., Citigroup Global Markets Inc., UBS Securities LLC, CIBC World Markets Corp. and Jefferies & Company, Inc. (the “Representatives”) are acting as co-managers in connection with the offering and sale of the Notes (the “Offering”).
GUARANTYGuaranty • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
GUARANTY, dated as of June 30, 2003, by ALARIS RELEASE CORPORATION, ALARIS CONSENT CORPORATION, RIVER MEDICAL, INC., IVAC OVERSEAS HOLDINGS, INC. and each other entity listed on the signature pages hereof or that becomes a party hereto pursuant to Section 24 (Additional Guarantors) hereof (each a “Guarantor” and, collectively, the “Guarantors”), in favor of the Administrative Agent, each Lender, each Issuer and each other holder of an Obligation (as each such term is defined in the Credit Agreement referred to below) (each, a “Guarantied Party” and, collectively, the “Guarantied Parties”).
RECITALSResignation and Consulting Agreement • November 15th, 1999 • Alaris Medical Inc • Surgical & medical instruments & apparatus • California
AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL HEALTH, INC. (“Cardinal Health”), BLUE MERGER CORP., a wholly owned direct subsidiary of Cardinal Health (“Subcorp”), and ALARIS MEDICAL SYSTEMS, INC. (“ALARIS”) MAY 18, 2004Agreement and Plan of Merger • May 20th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 18th day of May 2004, by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”).
EXHIBIT 10.18 CHANGE IN CONTROL AGREEMENT ------------------------------------- ------------------------------------------- ALARIS MEDICAL, INC. 10221 Wateridge Circle San Diego, CA 92121 Dated: April 20, 2000 Dear Hazel M. Aker: ALARIS Medical, Inc....Change In • August 10th, 2000 • Alaris Medical Inc • Surgical & medical instruments & apparatus • California
EXHIBIT 10.1(a) AGREEMENT) Agreement • August 14th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus
EXHIBIT 10.5 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT ("Agreement"), dated as of the 23rd day of August, 1996, by and among ADVANCED MEDICAL, INC. ("AM"), IMED CORPORATION ("IMED"), a majority-owned subsidiary of AM, AM and IMED each being a...Employment Agreement • December 11th, 1996 • Advanced Medical Inc • Surgical & medical instruments & apparatus • California
ARTICLE 1Patent Assignment Agreement • August 14th, 1998 • Alaris Medical Inc • Surgical & medical instruments & apparatus • California
AMENDMENT NO. 8Alaris Medical Inc • April 16th, 2001 • Surgical & medical instruments & apparatus • New York
EXHIBIT 2.1(b) ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the exhibits to the Agreement to Purchase Selected Assets dated May 18, 1998 by and among ALARIS Medical Systems, Inc., Invacare...Alaris Medical Inc • August 14th, 1998 • Surgical & medical instruments & apparatus
ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the exhibits to the Agreement to Purchase Selected Assets dated May 18, 1998 by and among ALARIS Medical Systems, Inc., Invacare Corporation and Patient Solutions, Inc. filed as Exhibit 2.1(a) to ALARIS Medical, Inc.'s Form 10-Q dated August 11, 1998.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 14th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 2, dated as of July 1, 2004 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 18, 2004 (as amended, the “Merger Agreement”), by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”). Capitalized terms not otherwise defined herein have the respective meanings set forth in the Merger Agreement.
EXHIBIT 10.1(b) ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement dated May 7, 1998 among ALARIS Medical Systems, Inc. and Caesarea Medical...Alaris Medical Inc • August 14th, 1998 • Surgical & medical instruments & apparatus
ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement dated May 7, 1998 among ALARIS Medical Systems, Inc. and Caesarea Medical Electronics Limited filed as Exhibit 10.1(a) to ALARIS Medical, Inc.'s Form 10-Q dated August 11, 1998.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 15th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 1, dated as of June 14, 2004 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 18, 2004 (the “Merger Agreement”), by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”). Capitalized terms not otherwise defined herein have the respective meanings set forth in the Merger Agreement.
EXHIBIT 10.1 ------------------------------------------------------------------ -------------- CREDIT AGREEMENTCredit Agreement • December 11th, 1996 • Advanced Medical Inc • Surgical & medical instruments & apparatus • New York
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 2nd, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • Delaware
AMENDMENT NO. 2, dated as of July 1, 2004 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 18, 2004 (as amended, the “Merger Agreement”), by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”). Capitalized terms not otherwise defined herein have the respective meanings set forth in the Merger Agreement.
EXHIBIT 2(b) ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement and Plan of Merger dated June 24, 1998 by and among ALARIS Medical, Inc., ALARIS...Alaris Medical Inc • July 30th, 1998 • Surgical & medical instruments & apparatus
ALARIS Medical, Inc. hereby agrees to furnish to the Securities and Exchange Commission, upon its request, the schedules and exhibits to the Agreement and Plan of Merger dated June 24, 1998 by and among ALARIS Medical, Inc., ALARIS Medical Systems, Inc., Dr. Herbert and Mrs. Shirley Semler, Instromedix, Inc. and the shareholders of Instromedix, Inc. filed as Exhibit 2(a) to ALARIS Medical, Inc.'s Form 8-K dated July 30, 1998.
June 9, 2004 Subject: Your ALARIS stock options – Your immediate attention is required Dear ALARIS Stock Option Holder:Alaris Medical Systems Inc • June 9th, 2004 • Surgical & medical instruments & apparatus
On May 18, 2004, ALARIS entered into a merger agreement with Cardinal Health, Inc. (“Cardinal Health”) and one of its subsidiaries under which ALARIS will be acquired by Cardinal Health through a two-step process. The first step in this process is a tender offer to buy the ALARIS stock and the second step is a merger.
AMENDMENT NO. 1Credit Agreement • March 4th, 2004 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
This AMENDMENT NO. 1, dated as of December 19, 2003 (this “Amendment”), among ALARIS MEDICAL SYSTEMS, INC., a Delaware corporation (the“Borrower”) and Citicorp North America, Inc. (“CNAI”), as Administrative Agent (as defined below), on behalf of each Lender executing a Lender Consent (as defined below) amends certain provisions of the CREDIT AGREEMENT, dated as of June 30, 2003 (as amended, supplemented, restated or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, the Lenders and the Issuers (each as defined therein) party thereto from time to time, CNAI, as administrative agent for the Lenders and the Issuers (in such capacity, and as agent for the Secured Parties under the Collateral Documents, together with its successors in such capacity, the “Administrative Agent”), UBS SECURITIES LLC, as syndication agent for the Lenders and the Issuers, and BEAR STEARNS CORPORATE LENDING INC. and CIBC WORLD MARKETS CORP., as co-documentation agents for the Lend
PLEDGE AND SECURITY AGREEMENT Dated as of June 30, 2003 among ALARIS MEDICAL SYSTEMS, INC. as a Grantor and Each Other Grantor From Time to Time Party Hereto and CITICORP NORTH AMERICA, INC. as Administrative Agent WEIL, GOTSHAL & MANGES LLP 767 FIFTH...Pledge and Security Agreement • July 30th, 2003 • Alaris Medical Systems Inc • Surgical & medical instruments & apparatus • New York
PLEDGE AND SECURITY AGREEMENT, dated as of June 30, 2003, by ALARIS MEDICAL SYSTEMS, INC. (the “Borrower”) and each of the other entities listed on the signature pages hereof or that becomes a party hereto pursuant to Section 7.10 (Additional Grantors) (each a “Grantor” and, collectively, the “Grantors”), in favor of CITICORP NORTH AMERICA, INC. (“Citicorp”), as agent for the Secured Parties (as defined in the Credit Agreement referred to below) (in such capacity, the “Administrative Agent”).
