BY AND AMONGMerger Agreement • October 5th, 1998 • Ovid Technologies Inc • Services-computer programming, data processing, etc. • Delaware
October 5, 1998 To the Stockholders of Ovid Technologies, Inc.: We are pleased to inform you that on September 29, 1998, Ovid Technologies, Inc. ("Ovid" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with...Merger Agreement • October 5th, 1998 • Ovid Technologies Inc • Services-computer programming, data processing, etc.
We are pleased to inform you that on September 29, 1998, Ovid Technologies, Inc. ("Ovid" or the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Wolters Kluwer U.S. Corporation ("Parent") and OTI Acquisition Corp. ("OTI Acquisition"), an indirect wholly owned subsidiary of Parent, pursuant to which OTI Acquisition has today commenced a tender offer (the "Offer") to purchase all of the outstanding shares of common stock, $.01 par value per share (the "Shares"), of the Company, for $24.59 per Share in cash. Under the terms of the Merger Agreement, following the successful completion of the Offer, OTI Acquisition will be merged (the "Merger") with and into the Company and all Shares not purchased in the Offer (other than Shares held by Parent, OTI Acquisition or any other wholly owned subsidiary of Parent, Shares owned by the Company as treasury stock, and Shares held by stockholders who have properly exercised appraisal rights under Delaware law, if a
STOCK OPTION AND TENDER AGREEMENT Stock Option and Tender Agreement (this "Agreement"), dated September 29, 1998, by and among Wolters Kluwer U.S. Corporation, a Delaware corporation ("Parent"), OTI Acquisition Corp., a Delaware corporation and a...Stock Option and Tender Agreement • October 5th, 1998 • Ovid Technologies Inc • Services-computer programming, data processing, etc. • Delaware
Letterhead of Ovid Technologies, Inc.] Mark L. Nelson President and CEO Ovid Technology, Inc. June 15, 1998 Dear Mark, The following sets forth the agreement between you and Ovid Technologies, Inc. (the Company): As of May 1, 1998 there was a balance...Loan Agreement • August 7th, 1998 • Ovid Technologies Inc • Services-computer programming, data processing, etc.
