AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • November 28th, 2018 • Methode Electronics Inc • Electronic connectors • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of August 20, 2018, by and among Methode Electronics, Inc., a Delaware corporation (“Parent”), Flash Merger Sub Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Grakon Parent, Inc., a Delaware corporation (the “Company”), and Industrial Growth Partners IV, L.P., a Delaware limited partnership (the “Representative”), as the representative of the Company Stockholders. Parent, Merger Sub, the Company and the Representative are collectively referred to herein as the “Parties” or individually as a “Party.”
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATIONPro Forma Combined Financial • November 28th, 2018 • Methode Electronics Inc • Electronic connectors
As previously announced, on August 20, 2018, Methode Electronics, Inc. (“Methode” or the “Company”), together with its wholly owned subsidiary Flash Merger Sub Corp., and Grakon Parent, Inc. (“Grakon”) and certain other parties named therein, entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Methode acquired all of the issued and outstanding equity shares of Grakon in exchange for cash effective as of September 12, 2018, the effective time of the Merger (the “Effective Time”). See Note 1 to this Unaudited Pro Forma Combined Financial Information for additional information on the Transaction (as defined herein). The Unaudited Pro Forma Combined Financial Information is presented to illustrate the effects of the acquisition (the “Acquisition”) of Grakon by the Company and certain contemporaneous financing transactions (collectively, the “Transaction”).
