AGREEMENT AND PLAN OF MERGER among: H. Lundbeck A/S, a Danish aktieselskab; Langkawi Corporation, a Delaware corporation; Lundbeck LLC, a Delaware limited liability company; and Longboard Pharmaceuticals, Inc., a Delaware corporation. Dated as of...Merger Agreement • October 15th, 2024 • Longboard Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 15th, 2024 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 14, 2024, by and among H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Langkawi Corporation, a Delaware corporation and a direct wholly owned Subsidiary of Payor (“Purchaser”); and Longboard Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: CYMABAY THERAPEUTICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and PACIFIC MERGER SUB, INC., a Delaware corporation Dated as of February 11, 2024Merger Agreement • February 12th, 2024 • CymaBay Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 12th, 2024 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 11, 2024 by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Pacific Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and CymaBay Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER between: RAYZEBIO, INC., a Delaware corporation; and BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation Dated as of December 25, 2023Merger Agreement • December 26th, 2023 • RayzeBio, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 26th, 2023 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 25, 2023, by and between: BRISTOL-MYERS SQUIBB COMPANY, a Delaware corporation (“Parent”); and RAYZEBIO, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: Intercept Pharmaceuticals, Inc., a Delaware corporation; Alfasigma S.p.A., an Italian società per azioni; and Interstellar Acquisition Inc., a Delaware corporation Dated as of September 26, 2023Merger Agreement • September 26th, 2023 • Intercept Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 26th, 2023 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 26, 2023, by and among: Alfasigma S.p.A., an Italian società per azioni (“Parent”); Interstellar Acquisition Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Intercept Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023Merger Agreement • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware
Contract Type FiledMay 10th, 2023 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: CTI BIOPHARMA CORP., a Delaware corporation; SWEDISH ORPHAN BIOVITRUM AB (PUBL), a Swedish public limited liability company; and CLEOPATRA ACQUISITION CORP., a Delaware corporation Dated as of May 10, 2023Merger Agreement • May 10th, 2023 • Cti Biopharma Corp • Pharmaceutical preparations • Delaware
Contract Type FiledMay 10th, 2023 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of May 10, 2023, by and among: Swedish Orphan Biovitrum AB (publ), a Swedish public limited liability company (“Parent”); Cleopatra Acquisition Corp., a Delaware corporation and a wholly owned, indirect subsidiary of Parent (“Purchaser”); and CTI BioPharma Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: F-STAR THERAPEUTICS, INC., a Delaware corporation; INVOX PHARMA LIMITED, a private limited company organized under the laws of England and Wales; FENNEC ACQUISITION INCORPORATED, a Delaware corporation; and solely...Merger Agreement • June 23rd, 2022 • F-Star Therapeutics, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledJune 23rd, 2022 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 22, 2022, by and among: invoX Pharma Limited, a private limited company organized under the laws of England and Wales (“Parent”); Fennec Acquisition Incorporated, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); Sino Biopharmaceutical Limited, a company organized under the laws of the Cayman Islands (“Guarantor”); and F-star Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: Checkmate Pharmaceuticals, Inc., a Delaware corporation; Regeneron Pharmaceuticals, Inc., a New York corporation; and Scandinavian Acquisition Sub, Inc., a Delaware corporation Dated as of April 18, 2022Merger Agreement • April 19th, 2022 • Checkmate Pharmaceuticals, Inc. • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledApril 19th, 2022 Company Industry JurisdictionAny one or more directors may be removed, with or without cause, by the vote or written consent of the holders of a majority of the issued and outstanding shares of capital stock of the Corporation entitled to be voted in the election of directors.
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022Merger Agreement • February 15th, 2022 • Biodelivery Sciences International Inc • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 15th, 2022 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER by and among: COLLEGIUM PHARMACEUTICAL, INC., BRISTOL ACQUISITION COMPANY INC. and BIODELIVERY SCIENCES INTERNATIONAL, INC. Dated as of February 14, 2022Merger Agreement • February 14th, 2022 • Collegium Pharmaceutical, Inc • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 14th, 2022 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER among: NOVO NORDISK A/S, a Danish aktieselskab; NNUS NEW RESEARCH, INC., a Delaware corporation; and DICERNA PHARMACEUTICALS, INC., a Delaware corporation Dated as of November 17, 2021Merger Agreement • November 18th, 2021 • Dicerna Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Contract Type FiledNovember 18th, 2021 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2021, by and among: Novo Nordisk A/S, a Danish aktieselskab (“Parent”); NNUS New Research, Inc., a Delaware corporation and a wholly owned indirect subsidiary of Parent (“Purchaser”); and Dicerna Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: CONSTELLATION PHARMACEUTICALS, INC., a Delaware corporation; MORPHOSYS AG, a German stock corporation (Aktiengesellschaft); and MORPHOSYS DEVELOPMENT INC., a Delaware corporation Dated as of June 2, 2021Merger Agreement • June 2nd, 2021 • Constellation Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Contract Type FiledJune 2nd, 2021 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 2, 2021, by and among MorphoSys AG, a German stock corporation (Aktiengesellschaft) (“Parent”); MorphoSys Development Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”); and Constellation Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: VIELA BIO, INC., a Delaware corporation; HORIZON THERAPEUTICS USA, INC., a Delaware corporation; TEIRIPIC MERGER SUB, INC., a Delaware corporation; and solely for purposes of Sections 6.7 and 9.12 HORIZON...Merger Agreement • February 1st, 2021 • Viela Bio, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 1st, 2021 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 31, 2021 (the “Agreement Date”), by and among HORIZON THERAPEUTICS USA, INC., a Delaware corporation and an indirect wholly owned subsidiary of Ultimate Parent (“Parent”); TEIRIPIC MERGER SUB, INC., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”); VIELA BIO, INC., a Delaware corporation (the “Company”); and solely for purposes of Sections 6.7 and 9.12, HORIZON THERAPEUTICS PLC, a public limited company organized under the laws of Ireland (“Ultimate Parent”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: IMMUNOMEDICS, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and MAUI MERGER SUB, INC., a Delaware corporation Dated as of September 13, 2020Merger Agreement • September 14th, 2020 • Immunomedics Inc • In vitro & in vivo diagnostic substances • Delaware
Contract Type FiledSeptember 14th, 2020 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 13, 2020, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Maui Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immunomedics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
EX-2.1 2 d407807dex21.htm EX-2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11,...Merger Agreement • May 5th, 2020 • Delaware
Contract Type FiledMay 5th, 2020 JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: Synthorx, Inc., a Delaware corporation; SANOFI, a French société anonyme; and Thunder Acquisition Corp., a Delaware corporation Dated as of December 7, 2019Merger Agreement • December 9th, 2019 • Synthorx, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 9th, 2019 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER is made and entered into as of December 7, 2019, by and among: Sanofi, a French société anonyme (“Parent”); Thunder Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Synthorx, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019Merger Agreement • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
Contract Type FiledSeptember 16th, 2019 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019Merger Agreement • March 5th, 2019 • Merck & Co., Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 5th, 2019 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: IMMUNE DESIGN CORP., a Delaware corporation; MERCK SHARP & DOHME CORP., a New Jersey corporation; and CASCADE MERGER SUB INC., a Delaware corporation Dated as of February 20, 2019Merger Agreement • February 21st, 2019 • Immune Design Corp. • Pharmaceutical preparations • Delaware
Contract Type FiledFebruary 21st, 2019 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of February 20, 2019, by and among: Merck Sharp & Dohme Corp., a New Jersey corporation (“Parent”); Cascade Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Immune Design Corp., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: CONVERGEONE HOLDINGS, INC., a Delaware corporation; PVKG INTERMEDIATE HOLDINGS INC., a Delaware corporation; and PVKG MERGER SUB, INC., a Delaware corporation Dated as of November 6, 2018Merger Agreement • November 7th, 2018 • ConvergeOne Holdings, Inc. • Services-prepackaged software • Delaware
Contract Type FiledNovember 7th, 2018 Company Industry Jurisdiction
AGREEMENT AND PLAN OF MERGER among: JUNO THERAPEUTICS, INC., a Delaware corporation; CELGENE CORPORATION, a Delaware corporation; and BLUE MAGPIE CORPORATION, a Delaware corporation Dated as of January 21, 2018Merger Agreement • January 22nd, 2018 • Juno Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledJanuary 22nd, 2018 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 21, 2018, by and among: Celgene Corporation, a Delaware corporation (“Parent”); Blue Magpie Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Juno Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017Merger Agreement • December 26th, 2017 • Mallinckrodt PLC • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 26th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: SUCAMPO PHARMACEUTICALS, INC., a Delaware corporation; MALLINCKRODT PLC, an Irish public limited company; and SUN ACQUISITION CO., a Delaware corporation Dated as of December 23, 2017Merger Agreement • December 26th, 2017 • Sucampo Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledDecember 26th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 23, 2017, by and among: Mallinckrodt plc, an Irish public limited company (“Parent”); Sun Acquisition Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Sucampo Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER by and among: DIMENSION THERAPEUTICS, INC., a Delaware corporation; ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation; and MYSTIC RIVER MERGER SUB INC., a Delaware corporation Dated as of October 2, 2017Merger Agreement • October 3rd, 2017 • Ultragenyx Pharmaceutical Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledOctober 3rd, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 2, 2017, by and among: ULTRAGENYX PHARMACEUTICAL INC., a Delaware corporation (“Parent”); MYSTIC RIVER MERGER SUB INC., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Purchaser”); and DIMENSION THERAPEUTICS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: KITE PHARMA, INC., a Delaware corporation; GILEAD SCIENCES, INC., a Delaware corporation; and DODGERS MERGER SUB, INC., a Delaware corporation Dated as of August 27, 2017Merger Agreement • August 28th, 2017 • Gilead Sciences Inc • Biological products, (no disgnostic substances) • Delaware
Contract Type FiledAugust 28th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of August 27, 2017, by and among: Gilead Sciences, Inc., a Delaware corporation (“Parent”); Dodgers Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Kite Pharma, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGERMerger Agreement • June 30th, 2017 • Enel Green Power North America, Inc. • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledJune 30th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: ENERNOC, INC., a Delaware corporation; ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation; and PINE MERGER SUB, INC., a Delaware corporation Dated as of June 21, 2017Merger Agreement • June 23rd, 2017 • Enernoc Inc • Services-computer programming, data processing, etc. • Delaware
Contract Type FiledJune 23rd, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 21, 2017, by and among: ENEL GREEN POWER NORTH AMERICA, INC., a Delaware corporation (“Parent”); PINE MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”); ENEL S.P.A., an Italian joint-stock company and the parent of Parent (the “Guarantor”) (solely for the purposes of Section 9.11 hereof); and ENERNOC, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017Merger Agreement • June 12th, 2017 • Sientra, Inc. • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
Contract Type FiledJune 12th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: MIRAMAR LABS, INC., a Delaware corporation; SIENTRA, INC., a Delaware corporation; and DESERT ACQUISITION CORPORATION, a Delaware corporation Dated as of June 11, 2017Merger Agreement • June 12th, 2017 • Miramar Labs, Inc. • Surgical & medical instruments & apparatus • Delaware
Contract Type FiledJune 12th, 2017 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of June 11, 2017, by and among SIENTRA, INC., a Delaware corporation (“Parent”); DESERT ACQUISITION CORPORATION, a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and MIRAMAR LABS, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: Everyday Health, Inc., a Delaware corporation; Ziff Davis, LLC, a Delaware limited liability company; Project Echo Acquisition Corp., a Delaware corporation; and Solely with respect to Section 9.11 j2 Global, Inc.,...Merger Agreement • October 27th, 2016 • J2 Global, Inc. • Telegraph & other message communications • Delaware
Contract Type FiledOctober 27th, 2016 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of October 21, 2016, by and among: Ziff Davis, LLC, a Delaware limited liability company (“Parent”); Project Echo Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); solely with respect to Section 9.11, j2 Global, Inc., a Delaware corporation (the “Guarantor”); and Everyday Health, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A .
AGREEMENT AND PLAN OF MERGER among: SEQUENOM, INC., a Delaware corporation; LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation; and SAVOY ACQUISITION CORP., a Delaware corporation Dated as of July 26, 2016Merger Agreement • July 27th, 2016 • Sequenom Inc • Measuring & controlling devices, nec • Delaware
Contract Type FiledJuly 27th, 2016 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 26, 2016, by and among: LABORATORY CORPORATION OF AMERICA HOLDINGS, a Delaware corporation (“Parent”); SAVOY ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and SEQUENOM, INC., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER by and among: ENVIVIO, INC., a Delaware corporation; ERICSSON INC., a Delaware corporation; and CINDY ACQUISITION CORP., a Delaware corporation Dated as of September 10, 2015Merger Agreement • September 10th, 2015 • Envivio Inc • Radio & tv broadcasting & communications equipment • Delaware
Contract Type FiledSeptember 10th, 2015 Company Industry JurisdictionThis Agreement and Plan of Merger (“Agreement”) is made and entered into as of September 10, 2015, by and among: ERICSSON INC., a Delaware corporation (“Parent”); CINDY ACQUISITION CORP., a Delaware corporation and a Subsidiary of Parent (“Purchaser”); and ENVIVIO, INC., a Delaware corporation (the “Company”). Capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: AUSPEX PHARMACEUTICALS, INC. a Delaware corporation; TEVA PHARMACEUTICAL INDUSTRIES LTD., an Israeli corporation; and AURUM MERGER SUB, INC., a Delaware corporation Dated as of March 29, 2015Merger Agreement • March 30th, 2015 • Auspex Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
Contract Type FiledMarch 30th, 2015 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of March 29, 2015, by and among: Teva Pharmaceuticals Industries Ltd., an Israeli corporation (“Parent”); Aurum Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Auspex Pharmaceuticals, Inc. a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER among: VOLCANO CORPORATION, a Delaware corporation; PHILIPS HOLDING USA INC., a Delaware corporation; and CLEARWATER MERGER SUB, INC., a Delaware corporation Dated as of December 16, 2014Merger Agreement • December 17th, 2014 • Volcano Corp • Electromedical & electrotherapeutic apparatus • Delaware
Contract Type FiledDecember 17th, 2014 Company Industry JurisdictionTHIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of December 16, 2014, by and among: PHILIPS HOLDING USA INC., a Delaware corporation (“Parent”); CLEARWATER MERGER SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and VOLCANO CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
AGREEMENT AND PLAN OF MERGER by and among: ONYX PHARMACEUTICALS, INC., a Delaware corporation; AMGEN INC., a Delaware corporation; and ARENA ACQUISITION COMPANY, a Delaware corporation Dated as of August 24, 2013Merger Agreement • August 26th, 2013 • Onyx Pharmaceuticals Inc • Biological products, (no disgnostic substances) • New York
Contract Type FiledAugust 26th, 2013 Company Industry Jurisdiction