AMENDMENT TO RIGHTS PLAN
This Amendment is made as of the 13th day of March 1998 by and
between International Murex Technologies Corporation, a British
Columbia company (the "Company") and The Bank of New York, as Rights
Agent (the "Rights Agent").
RECITALS
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A. The Company has adopted that certain Shareholder Protection
Rights Agreement (the "Rights Plan") by and between the Company and
the Rights Agent dated August 31, 1995 (all capitalized terms used and
not defined herein shall be as defined in the Rights Plan, as amended
herein);
B. Pursuant to Section 5.5(d) of the Rights Plan, the President
of the Company has executed and delivered to the Rights Agent a
certificate which states that the proposed amendments to the Rights
Plan set forth herein are in compliance with the terms of Section 5.5
of the Rights Plan;
C. Pursuant to an Acquisition Agreement dated as of March 13,
1998 (the "Acquisition Agreement"), Xxxxxx Laboratories, an Illinois
corporation ("Parent") and AAC Acquisition Ltd., a British Columbia
company shall acquire the Company;
D. Parent and certain shareholders of the Company have entered
into agreements under which such shareholders shall sell their Voting
Shares of the Company to Parent in furtherance of the Acquisition
Agreement;
E. The Company and the Rights Agent wish to enter into this
Amendment in furtherance thereof.
AMENDMENT
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NOW, THEREFORE, for good and valid consideration, the receipt and
sufficiency of which are acknowledged, the parties amend the Rights
Plan as follows:
1. The introductory clause of the definition of "Acquiring Person"
set forth in Section 1.1(a) is amended in its entirety as
follows:
""Acquiring Person" means any Person who, together with all
Affiliates and Associates of such Person, is the Beneficial Owner
of 20% or more of the then outstanding Voting Shares, (1)
excluding Xxxxxx Laboratories, an Illinois corporation
("Parent"), AAC Acquisition Ltd., a British Columbia company
("Purchaser") and their Subsidiaries, (2) but shall not include:"
The definition of "Separation Time" set forth in Section 1.1(ar)
is amended to insert the following text immediately preceding the
period concluding the definition:
"; and
(C) the Separation Time shall not occur by virtue of (w) the
execution of the Acquisition Agreement by and among the
Corporation, Parent and Purchaser, (x) the execution of the
agreements referenced in the Acquisition Agreement by and
between Parent and certain shareholders to sell their Voting
Shares to Parent, (y) the consummation of the transactions
contemplated or permitted thereunder or (z) the acquisition
or purchase of Voting Shares by Parent, Purchaser or their
Subsidiaries"
IN WITNESS WHEREOF, all parties have executed and delivered this
Amendment as of the date first written above.
INTERNATIONAL MUREX
TECHNOLOGIES CORPORATION
By: /s/ C. Xxxxxx Xxxxxx
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Name: C. Xxxxxx Xxxxxx
Title: President
THE BANK OF NEW YORK,
as Rights Agent
By: /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Vice President
