AGREEMENT AND PLAN OF MERGER dated as of November 11, 2013, among SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED, VENUS NEWCO, INC., VIROPHARMA INCORPORATED and SHIRE PLC (solely for the purposes set forth in Section 10.16)Merger Agreement • November 12th, 2013 • Shire PLC • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 11, 2013 (this “Agreement”), is by and among SHIRE PHARMACEUTICAL HOLDINGS IRELAND LIMITED, a company incorporated in Ireland (“Parent”), VENUS NEWCO, INC., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and VIROPHARMA INCORPORATED, a Delaware corporation (the “Company”), and, solely for the purposes set forth in Section 10.16, SHIRE PLC, a company incorporated in Jersey (“Parent Holdco”).
SHIRE PLC as the Company MORGAN STANLEY BANK INTERNATIONAL LIMITED as mandated lead arranger and bookrunner with MORGAN STANLEY BANK INTERNATIONAL LIMITED as AgentTerm Facilities Agreement • November 12th, 2013 • Shire PLC • Pharmaceutical preparations
