exhibit (c)(8)
Assignment
Reference is made to that certain Agreement and Plan of
Merger, dated as of December 5, 1996, as amended as of January 2,
1997 (the "Merger Agreement"), between Xxxxxx KGaA, HC
Investments, Inc. ("HCI") and Loctite Corporation ("Loctite").
HCI hereby assigns to Henkel Merger Corp. its obligation to
purchase all shares of common stock, par value $0.01 per share,
of Loctite tendered pursuant to the Offer (as defined in the
Merger Agreement) and not withdrawn pursuant to the terms of the
Offer, all as more fully described in the Merger Agreement.
HC INVESTMENTS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Secretary
Accepted as of January 3, 1997:
HENKEL MERGER CORP.
By: /s/ Xxxxxx X. Xxxxx
---------------------------
Name: Xxxxxx X. Xxxxx
Title: Vice President and Secretary
