AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Exhibit (e)(17)
AMENDMENT NO. 1 TO
AGREEMENT AND PLAN OF MERGER
AGREEMENT AND PLAN OF MERGER
This Amendment No. 1 to Agreement and Plan of Merger (this
“Amendment”) is made and entered into as of March 17, 2010, by and among Haemonetics
Corporation, a Massachusetts corporation (“Parent”), Atlas Acquisition
Corp., a Colorado corporation and a wholly owned subsidiary of Parent (“Purchaser”), and
Global Med Technologies, Inc., a Colorado corporation (“Seller”). Capitalized terms used
and not otherwise defined herein shall have the respective meanings ascribed to them in the
Agreement and Plan of Merger, dated as of January 31, 2010, by and among Parent, Purchaser and
Seller (the “Merger Agreement”).
WHEREAS, the parties have agreed to amend the Merger Agreement to provide for the matter set
forth herein; and
WHEREAS, each of Parent, Purchaser and Seller have approved this Amendment.
NOW THEREFORE, in consideration of the mutual covenants herein contained and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows:
1. Amendment of Section 9.2(b). Section 9.2(b) of the Merger Agreement is hereby
amended by replacing “$2,600,000” with “$2,400,000.”
2. Entire Agreement. This Amendment and the Merger Agreement, together with the
exhibits, annexes and schedules thereto, and any documents delivered by the parties in connection
therewith, and the Confidentiality Agreement constitute the entire agreement and supersede all
prior agreements and understandings, both written and oral, among the parties hereto, or any of
them, with respect to the subject matter hereof. Except as amended by this Amendment, the Merger
Agreement remains in full force and effect.
3. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the Commonwealth of Massachusetts without regard to its rules of conflict of laws.
4. Counterparts. This Amendment may be executed and delivered (including by facsimile
or electronic transmission) in more than one counterpart, each of which shall be deemed to be an
original and, together, shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, Parent, Purchaser and Seller have caused this Amendment to be executed as
a sealed instrument by their duly authorized officers as of the day and year first above written.
HAEMONETICS CORPORATION |
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By: | /s/ Xxxxxxxxxxx X. Xxxxxx | |||
Name: | Xxxxxxxxxxx X. Xxxxxx | |||
Title: | Vice President and Chief Financial Officer | |||
ATLAS ACQUISITION CORP. |
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By: | /s/ Xxxxx X. X'Xxxxxxxxxxx | |||
Name: | Xxxxx X. X'Xxxxxxxxxxx | |||
Title: | Secretary | |||
GLOBAL MED TECHNOLOGIES, INC. |
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By: | /s/ Xxxxxxx X. Xxxxx, M.D. | |||
Name: | Xxxxxxx X. Xxxxx, M.D. | |||
Title: | Chairman and Chief Executive Officer | |||