TENDER AND VOTING AGREEMENT
Exhibit 99.2
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated June 1, 2010, is entered
into between Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware
Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent
(“Purchaser”), Warburg, Xxxxxx Equity Partners, L.P., a limited partnership organized under
the laws of Delaware, Warburg, Xxxxxx Netherlands Equity Partners I, C.V., a limited partnership
organized under the laws of the Netherlands, and Warburg, Xxxxxx Netherlands Equity Partners III,
C.V., a limited partnership organized under the laws of the Netherlands (collectively,
“Stockholders”), with respect to 27,151,570 shares of common stock, par value $0.01 per
share (the “Shares”), of ev3 Inc., a Delaware corporation (the “Company”).
WITNESSETH:
WHEREAS, the Parent, the Purchaser and the Company have entered into an Agreement and Plan of
Merger dated as of the date hereof (as the same may be amended or supplemented, other than to lower
the price to be paid in the Offer or Merger, the “Merger Agreement”) pursuant to which the
Purchaser has agreed to make a cash tender offer as described therein and thereafter merge with and
into the Company (the “Merger”) with the result that the Company becomes a wholly owned
subsidiary of the Parent;
WHEREAS, as of the date hereof, Stockholders beneficially own and have the power to dispose of
the Shares and have the power to vote such Shares;
WHEREAS, the Parent and the Purchaser desire to enter into this Agreement in connection with
their efforts to consummate the acquisition of the Company;
WHEREAS, Stockholders wish to convey to Parent and Purchaser pursuant to and subject to the
terms of this Agreement beneficial ownership of only 22,674,168 of the Shares (such number of
Shares being referred to herein as the “Permissible Number”);
WHEREAS, capitalized terms used in this Agreement and not defined have the meaning given to
such terms in the Merger Agreement.
NOW, THEREFORE, in contemplation of the foregoing and in consideration of the mutual
agreements, covenants, representations and warranties contained herein and intending to be legally
bound hereby, the parties hereto agree as follows:
1. Certain Covenants.
1.1. Lock-Up. Subject to Section 1.5, except as contemplated by the Merger Agreement,
Stockholders hereby covenant and agree that between the date hereof and the Termination Date,
Stockholders will not (a) directly or indirectly, sell, transfer, assign, pledge, hypothecate,
tender, encumber or otherwise dispose of or limit its right to vote in any manner any of the
Shares, or agree to do any of the foregoing, or (b) take any action which would have the effect of
preventing or disabling any Stockholder from performing its obligations under this Agreement.
Notwithstanding the foregoing, in connection with any transfer not involving or relating to any
Acquisition Proposal (as defined in the Merger Agreement), Stockholders may
transfer any or all of the Shares to any Affiliate, subsidiary, partner or member of any
Stockholder; provided, however, that in any such case, prior to and as a condition
to the effectiveness of such transfer, (A) each Person to which any of such Shares or any interest
in any of such Shares is or may be transferred shall have executed and delivered to the Parent and
the Purchaser a counterpart to this Agreement pursuant to which such Person shall be bound by all
of the terms and provisions of this Agreement, and (B) this Agreement shall be the legal, valid and
binding agreement of such Person, enforceable against such person in accordance with its terms.
1.2. No Solicitation. Between the date hereof and the Termination Date, Stockholders
shall not, and shall not authorize or permit, any director, officer, agent, representative,
employee, affiliate, advisor, attorney, accountant or associate of any Stockholder or those of its
subsidiaries (collectively, “Representatives”) to, directly or indirectly, take any action,
in its or their capacity as a stockholder of the Company, that the Company is prohibited from
taking pursuant to Section 6.3 of the Merger Agreement.
1.3. Certain Events. This Agreement and the obligations hereunder will attach to the
Shares and will be binding upon any person to which legal or beneficial ownership of any or all of
the Shares passes, whether by operation of Law or otherwise, including without limitation, each
Stockholder’s successors or assigns. This Agreement and the obligations hereunder will also attach
to any additional shares of common stock issued to or acquired by any Stockholder, but such
additional shares shall not be Optioned Shares for purposes of this Agreement.
1.4. Grant of Proxy; Voting Agreement.
(a) Each Stockholder has revoked or terminated any proxies, voting agreements or similar
arrangements previously given or entered into with respect to the Shares and hereby grants Parent
until the Termination Date a limited irrevocable proxy to vote the Permissible Number of Shares as
to which such Stockholder has voting power for such Stockholder and in such Stockholder’s name,
place and stead, at any annual or special meeting of the stockholders of the Company, as
applicable, or at any adjournment thereof, whether before or after the Share Acceptance Time (as
defined in the Merger Agreement), solely for the adoption of the Merger Agreement and the approval
of the Merger. The Parent hereby acknowledges that the proxy granted hereby shall not be effective
for any other purpose. The parties acknowledge and agree that neither the Parent, nor the Parent’s
successors, assigns, subsidiaries, divisions, employees, officers, directors, stockholders, agents
and affiliates shall owe any duty to, whether in law or otherwise, or incur any liability of any
kind whatsoever, including without limitation, with respect to any and all claims, losses, demands,
causes of action, costs, expenses (including reasonable attorney’s fees) and compensation of any
kind or nature whatsoever to the Stockholders in connection with or as a result of any voting by
the Parent of the Permissible Number of Shares subject to the irrevocable proxy hereby granted to
the Parent at any annual or special meeting of the stockholders of the Company for the purpose set
forth herein.
(b) During the term of this Agreement, each Stockholder agrees to vote the Shares as to which
such Stockholder has voting power and has not given a proxy pursuant to paragraph (a) above in
favor of or give its consent to, as applicable, a proposal to adopt the Merger Agreement and
thereby approve the Merger at any annual or special meeting of
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the stockholders of the Company. In addition, notwithstanding the foregoing grant to the
Parent of the irrevocable proxy on the Optioned Shares, if the Parent elects not to exercise its
rights to vote the Permissible Number of Shares pursuant to the irrevocable proxy, Stockholders
also agree to vote the Permissible Number of Shares in favor of or give their consent to, as
applicable, a proposal to adopt the Merger Agreement and thereby approve the Merger at any annual
or special meeting of the stockholders of the Company.
(c) This irrevocable proxy shall not be terminated by any act of the Stockholders or by
operation of law (including, without limiting the foregoing, by the dissolution or liquidation of
any corporation or partnership). If between the execution hereof and the Termination Date, if any
corporation or partnership holding the Shares should be dissolved or liquidated, or if any other
such similar event or events shall occur before the Termination Date, certificates representing the
Shares shall be delivered by or on behalf of Stockholders in accordance with the terms and
conditions of the Merger Agreement and this Agreement, and actions taken by the Parent hereunder
shall be as valid as if such dissolution, liquidation or other similar event or events had not
occurred, regardless of whether or not the Parent has received notice of such dissolution,
liquidation or other event.
1.5. Tender of Shares. Stockholders agree, in exchange for the consideration
described in the Merger Agreement, to tender the Shares to the Purchaser in the Offer not later
than five (5) Business Days following the commencement of the Offer (such Shares being referred to
herein as the “Tender Shares”); provided, however, that Stockholders may
withdraw any Tender Shares so tendered above at any time following the termination or expiration of
the Offer without Purchaser purchasing all shares of common stock tendered pursuant to the Offer in
accordance with its terms; provided, further, that Stockholders shall not have any
obligation under this Section 1.5 to tender the Tender Shares into the Offer if that tender could
cause any Stockholder to incur liability under Section 16(b) of the Exchange Act.
1.6. Option.
(a) On the terms and subject to the conditions set forth herein, the Stockholders hereby grant
to Parent an irrevocable option (the “Option”) to purchase all of the right, title and
interest of the Stockholders in and to the Permissible Number of the Stockholders’ Shares (the
“Optioned Shares”) with a price per share equal to the Offer Price. Parent may exercise the Option
in whole, but not in part, if, but only if, (i) the Purchaser has acquired shares of common stock
pursuant to the Offer and (ii) the Stockholders have failed to tender into the Offer at least the
Permissible Number of Shares or shall have withdrawn the tender of a number of Shares equal to or
greater than the Permissible Number in breach of this Agreement. The Parent may exercise the
Option at any time within the sixty (60) days following the date when such Option first becomes
exercisable.
(b) In the event that the Parent is entitled to and wishes to exercise the Option, the Parent
shall send a written notice to Stockholders specifying the place and the date for the closing of
such purchase, which date shall be not more than sixty (60) days after the date of such notice;
provided that in the event that prior notification to, or approval of, any Governmental Entity is
required in connection with the exercise of the Option or there shall be in effect any preliminary
or final injunction or other order issued by any Governmental Entity
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prohibiting the exercise of the Option, the period of time during which the date of the
closing may be fixed shall be extended until the tenth (10th) day following the last date on which
all required approvals shall have been obtained, all required waiting periods shall have expired or
been terminated and any such prohibition shall have been vacated, terminated or waived.
(c) At the closing of the purchase of Stockholders’ Optioned Shares pursuant to exercise of
the Option, simultaneously with the payment by the Parent of the purchase price for Stockholders’
Optioned Shares, the Stockholders shall deliver, or cause to be delivered, to the Purchaser
certificates representing the Optioned Shares duly endorsed to the Parent or accompanied by stock
powers or other transfer documents duly executed by the Company in blank, together with any
necessary stock transfer stamps properly affixed, free and clear of all Liens.
(d) The Parent, the Purchaser or the Company, as applicable, shall be entitled to deduct and
withhold from the consideration otherwise payable pursuant to this Section 1.6 to Stockholders such
amounts as are required to be withheld under the Code or the Treasury Regulations thereunder or any
other Tax Law.
1.7. Public Announcement. Stockholders shall consult with the Parent before issuing
any press releases or otherwise making any public statements with respect to the transactions
contemplated herein and shall not issue any such press release or make any such public statement
without the approval of the Parent (which approval shall not be unreasonably withheld, conditioned
or delayed), except as may be required by Law, including any filings with the Securities and
Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended
(the “Exchange Act”). This Section 1.7 shall terminate and be null and void upon the
earlier of (a) the Termination Date and (b) consummation of the Merger.
1.8. Disclosure. Stockholders hereby authorize the Parent and the Purchaser to
publish and disclose in any announcement or disclosure required by the SEC, The Nasdaq Stock Market
or any other national securities exchange and in the Offer Documents and, if necessary, the Proxy
Statement (including all documents and schedules filed with the SEC in connection with either of
the foregoing), Stockholders’ identities and ownership of the Shares and the nature of
Stockholders’ commitments, arrangements and understandings under this Agreement. The Parent and
the Purchaser hereby authorize Stockholders to make such disclosure or filings as may be required
by the SEC or The Nasdaq Stock Market or any other national securities exchange.
2. Representations and Warranties of Stockholders. Each Stockholder hereby represents
and warrants to the Parent and the Purchaser, as of the date hereof and as of the date the
Purchaser purchases Tender Shares from such Stockholder pursuant to the Offer, that:
2.1. Ownership. As of the date hereof, Stockholders hold of record or beneficially
the Shares set forth on Schedule I, in each case, except as set forth on Schedule
I, free and clear of all liabilities, claims, liens, options, proxies, charges, participations
and encumbrances of any kind or character whatsoever, other than those arising under the securities
laws or under the Company’s governance documents (collectively, “Liens”). At the time the
Purchaser purchases Tender Shares from such Stockholder pursuant to the Offer, such
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Stockholder will transfer and convey to the Purchaser good and marketable title to such Tender
Shares, free and clear of all Liens created by or arising through such Stockholder.
2.2. Authorization. Such Stockholder has all requisite power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated hereby and has the power
to vote and the power to dispose of the Shares with no restrictions on its voting rights or rights
of disposition pertaining thereto, except as set forth in this Agreement or that may exist pursuant
to the securities laws. Such Stockholder has duly executed and delivered this Agreement and this
Agreement is a legal, valid and binding agreement of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except to the extent enforceability may be limited by the
effect of applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the
enforcement of creditors’ rights generally and the effect of general principles of equity,
regardless of whether such enforceability is considered in a proceeding at Law or in equity.
2.3. No Violation. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (a) require such Stockholder to file or
register with, or obtain any permit, authorization, consent or approval of, any Governmental Entity
other than filings with the SEC pursuant to the Exchange Act, or (b) violate, or cause a breach of
or default under, or conflict with any contract, agreement or understanding, any Law binding upon
such Stockholder, except for such violations, breaches, defaults or conflicts which are not,
individually or in the aggregate, reasonably likely to have a material adverse effect on such
Stockholder’s ability to satisfy its obligations under this Agreement. As of the date hereof, no
proceedings are pending which, if adversely determined, will have a material adverse effect on such
Stockholder’s ability to vote or dispose of any of the Shares.
2.4. Stockholder Has Adequate Information. Such Stockholder is a sophisticated seller
with respect to the Shares and has adequate information concerning the business and financial
condition of the Company to make an informed decision regarding the sale of the Shares and has
independently and without reliance upon either the Purchaser or the Parent and based on such
information as such Stockholder has deemed appropriate, made its own analysis and decision to enter
into this Agreement. Such Stockholder acknowledges that neither the Purchaser nor the Parent has
made and neither makes any representation or warranty, whether express or implied, of any kind or
character except as expressly set forth in this Agreement. Such Stockholder acknowledges that the
agreements contained herein with respect to the Shares held by such Stockholder are irrevocable
(prior to the Termination Date).
2.5. No Setoff. Such Stockholder has no liability or obligation related to or in
connection with the Shares other than the obligations to the Parent and the Purchaser as set forth
in this Agreement.
3. Representations and Warranties of the Parent and the Purchaser. The Parent and the
Purchaser hereby represent and warrant to the Stockholders, as of the date hereof that:
3.1. Authorization. The Parent and the Purchaser have all requisite corporate power
and authority to execute and deliver this Agreement and to consummate the transactions
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contemplated hereby. The Parent and the Purchaser have duly executed and delivered this
Agreement and this Agreement is a legal, valid and binding agreement of each of the Parent and the
Purchaser, enforceable against each of the Parent and the Purchaser in accordance with its terms,
except to the extent enforceability may be limited by the effect of applicable bankruptcy,
reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights
generally and the effect of general principles of equity, regardless of whether such enforceability
is considered in a proceeding at Law or in equity.
3.2. No Violation. Neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated hereby will violate, or cause a breach of or default
under, any contract or agreement, any statute or law, or any judgment, decree, order, regulation or
rule of any Governmental Entity, except for such violations, breaches or defaults which are not
reasonably likely to have a material adverse effect on either the Parent’s or the Purchaser’s
ability to satisfy its obligations under this Agreement.
4. Survival of Representations and Warranties. None of the representations and
warranties contained in this Agreement shall survive the Termination Date. The respective
representations and warranties of Stockholders, the Parent and the Purchaser contained herein shall
not be deemed waived or otherwise affected by any investigation made by the other party hereto.
5. Specific Performance. Stockholders acknowledge that the Parent and the Purchaser
will be irreparably harmed and that there will be no adequate remedy at law for a violation of any
of the covenants or agreements of Stockholders which are contained in this Agreement. It is
accordingly agreed that, in addition to any other remedies which may be available to the Parent and
the Purchaser upon the breach by Stockholders of such covenants and agreements, the Parent and the
Purchaser shall have the right to obtain injunctive relief to restrain any breach or threatened
breach of such covenants or agreements or otherwise to obtain specific performance of any of such
covenants or agreements.
6. Miscellaneous.
6.1. Term. This Agreement and all obligations hereunder shall terminate upon the
earlier of (a) the Effective Time, (b) the End Date, (c) the date of any modification, waiver,
change or amendment of the Offer or the Merger Agreement executed after the date hereof that
results in a (i) a decrease in the Offer Price or Merger Consideration (each as defined in the
Merger Agreement on the date hereof) or (ii) a change in the form of consideration to be paid in
the Offer or in the form of Merger Consideration, and (d) the termination of the Merger Agreement
in accordance with its terms (the earliest of (a), (b), (c) and (d), the “Termination
Date”). Upon termination of this Agreement, no party shall have any further obligations or
liabilities under this Agreement; provided, however, that (i) nothing set forth in
this Section 6.1 shall relieve any party from liability for any willful breach of this Agreement
prior to termination hereof, and (ii) the provisions of this Article 6 shall survive any
termination of this Agreement.
6.2. Capacity as a Stockholder; Fiduciary Duties. Notwithstanding anything in this
Agreement to the contrary: (a) no Stockholder makes any agreement or understanding herein in any
capacity other than in such Stockholder’s capacity as a record holder and beneficial owner
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of Shares, and not in such Stockholder’s capacity as a director, officer or employee of the
Company or any of Company Subsidiaries or in such Stockholder’s capacity as a trustee or fiduciary
of any employee benefit plan or trust, and (b) nothing herein will be construed to limit or affect
any action or inaction by such Stockholder or any Representative of such Stockholder, as
applicable, serving on the Company Board or on the board of directors of any Subsidiary of the
Company or as an officer or fiduciary of the Company, any Subsidiary of the Company or any employee
benefit plan or trust, acting in such person’s capacity as a director, officer, trustee and/or
fiduciary.
6.3. Expenses. Each of the parties hereto shall pay its own expenses incurred in
connection with this Agreement. Each of the parties hereto warrants and covenants to the others
that it will bear all claims for brokerage fees attributable to action taken by it.
6.4. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective representatives and permitted
successors and assigns.
6.5. Entire Agreement. This Agreement contains the entire understanding of the
parties and supersedes all prior agreements and understandings between the parties with respect to
its subject matter. This Agreement may be amended only by a written instrument duly executed by
the parties hereto.
6.6. Headings. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this Agreement.
6.7. Assignment. Without limitation to Section 1.1 and subject to this Section 6.7,
this Agreement shall be binding upon and inure to the benefit of the parties named herein and their
respective successors and permitted assigns. No party may assign either this Agreement or any of
its rights, interests, or obligations hereunder without the prior written approval of the other
parties; provided, however, that the Purchaser may freely assign, in its sole
discretion and without the consent of any other party, any or all of its rights, interests and
obligations hereunder to (i) the Parent, (ii) the Parent and one or more direct or indirect
wholly-owned Subsidiaries of the Parent, (iii) one or more direct or indirect wholly-owned
Subsidiaries of the Parent, or (iv) any direct or indirect holder of five percent (5%) or more of
the capital stock of the Parent or any Subsidiary thereof (each an “Assignee”). Any such
Assignee may thereafter assign, in its sole discretion and without the consent of any other party,
any or all of its rights, interests, and obligations hereunder to one or more additional Assignees;
provided, however, that (x) in no event will any assignment to an Assignee cause a
material delay or impair the ability of the Parent and the Purchaser to consummate the Transactions
and (y) in connection with any assignment to an Assignee, the Parent and the Purchaser (and the
assignor, if applicable) shall agree to remain liable for the performance by the Parent and the
Purchaser (and such assignor, if applicable) of their obligation hereunder.
6.8. Counterparts. This Agreement may be executed in one or more counterparts
(including by facsimile or by an electronic scan delivered by electronic mail), each of which shall
be an original, but each of which together shall constitute one and the same Agreement.
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6.9. Notices. Any notice or other communication required or permitted hereunder shall
be in writing and shall be deemed given when delivered in person, by overnight courier, by
facsimile transmission (with receipt confirmed by telephone or by automatic transmission report) or
by electronic mail, or two business days after being sent by registered or certified mail (postage
prepaid, return receipt requested), as follows:
| (a) | if to the Parent or the Purchaser, to: | ||
| x/x Xxxxxxxx 00 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxxxxx Xxxxxxxxx, Vice President — Chief Mergers & Acquisitions Counsel Email: xxxxxxx.xxxxxxxxx@xxxxxxxx.xxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 |
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| with a copy to: Ropes & Xxxx LLP Xxx Xxxxxxxxxxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxxx 00000 Attn: Xxxx X. Xxxxxxxx Email: xxxx.xxxxxxxx@xxxxxxxxx.xxx Telephone: (000) 000-0000 Facsimile: (000) 000-0000 |
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| (b) | If to Stockholders, to the addresses indicated on Schedule I hereto. |
Any party may by notice given in accordance with this Section 6.9 to the other parties
designate updated information for notices hereunder.
6.10. Governing Law. This Agreement shall be governed by and construed and enforced
in accordance with the Laws of the State of Delaware, without regard to its principles of conflicts
of Laws.
6.11. Enforceability. The invalidity or unenforceability of any provision or
provisions of this Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect. Upon a determination that any term
or other provision is invalid, illegal or incapable of being enforced, the parties hereto will
negotiate in good faith to modify this Agreement so as to effect the original intent of the parties
as closely as possible in an acceptable manner to the end that the transactions contemplated hereby
are fulfilled to the fullest extent possible and, absent agreement among the parties, a court is
authorized to so modify this Agreement.
6.12. Further Assurances. From time to time, at the Parent’s request and without
further consideration, subject to the terms and conditions of this Agreement, Stockholders shall
execute and deliver to the Parent such documents and take such action as the
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Parent may reasonably request in order to consummate more effectively the transactions
contemplated hereby and to vest in the Parent good, valid and marketable title to the Shares.
6.13. Remedies Not Exclusive. All rights, powers and remedies provided under this
Agreement or otherwise available in respect hereof at law or in equity will be cumulative and not
alternative, and the exercise of any thereof by either party will not preclude the simultaneous or
later exercise of any other such right, power or remedy by such party.
6.14. Waiver of Jury Trial. EACH PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
6.15. No Agreement Until Executed. Irrespective of negotiations among the parties or
the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to
evidence a contract, agreement, arrangement or understanding between the parties hereto unless and
until (a) the Company Board has approved, for purposes of any applicable anti-takeover laws and
regulations, and any applicable provision of the Company’s certificate of incorporation, the
possible acquisition of the Shares by the Parent and the Purchaser pursuant to the Merger
Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is
executed by all parties hereto.
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IN WITNESS WHEREOF, the Parent, the Purchaser and Stockholders have caused this Agreement to
be duly executed as of the day and year first above written.
| COVIDIEN GROUP S.A.R.L. |
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| By: | /s/ Xxxxxxxxxxxx Xxxxxxx | |||
| Name: | Xxxxxxxxxxxx Xxxxxxx | |||
| Title: | General Manager | |||
| COV DELAWARE CORPORATION |
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| By: | /s/ Xxxxxxx X. Xxxxxxxxx | |||
| Name: | Xxxxxxx X. Xxxxxxxxx | |||
| Title: | Vice President and Assistant Secretary | |||
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STOCKHOLDERS:
| WARBURG, XXXXXX EQUITY PARTNERS, X.X. XXXXXXX, XXXXXX NETHERLANDS EQUITY PARTNERS I, X.X. XXXXXXX, XXXXXX NETHERLANDS EQUITY PARTNERS III, C.V. |
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| By: | Warburg Pincus Partners, LLC, General Partner |
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| By: | Warburg Pincus & Co., Managing Member |
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| By: | /s/ Xxxxx X. Xxxxxxx | |||
| Name: | Xxxxx X. Xxxxxxx | |||
| Title: | Partner | |||
Schedule I
27,151,570 Shares
Notice Address:
Xxxxx X. Xxxxxxx, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
Xxxxx X. Xxxxxxx, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
(000) 000-0000
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