AGREEMENT AND PLAN OF MERGER BY AND AMONG Charles River Laboratories INTERNATIONAL, INC. Forest Acquisition Corporation, ACP MOUNTAIN HOLDINGS, INC. and AVISTA CAPITAL PARTNERS IV GP, LP, solely in its capacity as the Stockholders’ Representative...Merger Agreement • February 13th, 2018 • Charles River Laboratories International Inc • Services-commercial physical & biological research • Delaware
This AGREEMENT AND PLAN OF MERGER, dated February 12, 2018 (this “Agreement”), is made and entered into by and among Charles River Laboratories International, Inc., a Delaware corporation (“Buyer”), Forest Acquisition Corporation, a Delaware corporation and a direct or indirect wholly-owned Subsidiary of Buyer or its Affiliates (“Merger Sub”), ACP Mountain Holdings, Inc., a Delaware corporation (the “Company”), and, solely in its capacity as the Stockholders’ Representative pursuant to Section 10.16 hereof, Avista Capital Partners GP, LP, a Delaware limited partnership (the “Stockholders’ Representative”). Buyer, Merger Sub, the Company and the Stockholders’ Representative (solely for purposes of Section 10.16) are sometimes individually referred to in this Agreement as a “Party” and collectively as the “Parties”. Capitalized terms used in this Agreement shall have the meanings ascribed to them in Exhibit A attached hereto.
SUPPORT AGREEMENTSupport Agreement • February 13th, 2018 • Charles River Laboratories International Inc • Services-commercial physical & biological research • Delaware
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of February 12, 2018, by and between Charles River Laboratories International, Inc., a Delaware Corporation (“Buyer”), and Avista Capital Partners IV, L.P., Avista Capital Partners IV (Offshore), L.P., ACP Mountain Co-Invest LLC (each, a “Supporting Party”, and together, the “Supporting Parties”), and, solely for the purposes of Section 4(i) and Section 6 hereof, Avista Capital Holdings, L.P.
