AMONGAgreement and Plan of Merger • September 29th, 1995 • Syntro Corp /De/ • Biological products, (no disgnostic substances) • Delaware
ON SYNTRO CORPORATION LETTERHEAD] EXHIBIT B-1 CONSULTANCY AGREEMENT This Agreement, effective August 14, 1991, is by and between Syntro Corporation, a corporation of the State of Delaware, having its principal place of business at 9669 Lackman Road,...Consultancy Agreement • September 29th, 1995 • Syntro Corp /De/ • Biological products, (no disgnostic substances) • Kansas
EXHIBIT B-2 EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement effective as of the first day of October, 1992, between Syntro Corporation, a Delaware corporation ("Syntro"), and Judson D. Todd, a resident of Leawood, Kansas (the...Employment Agreement • September 29th, 1995 • Syntro Corp /De/ • Biological products, (no disgnostic substances)
EXHIBIT B-6 EXECUTIVE EMPLOYMENT AGREEMENT Executive Employment Agreement effective as of the 21st day of February, 1995, between Syntro Corporation, a Delaware corporation ("Syntro"), and Mark D. Cochran, a resident of Carlsbad, California (the...Employment Agreement • September 29th, 1995 • Syntro Corp /De/ • Biological products, (no disgnostic substances) • Kansas
Exhibit H [On Piper Jaffray Companies Letterhead] April 6, 1995 Syntro Corporation 9669 Lackman Road Lenexa, Kansas 66219 Attention: J. Donald Todd, President & CEO This letter confirms and sets forth the agreement between Syntro Corporation (the...Syntro Corp /De/ • September 29th, 1995 • Biological products, (no disgnostic substances)
Notwithstanding anything to the contrary stated herein, in the event the recipient is required by legal process or governmental action to disclose Confidential or Proprietary Information, the recipient will provide the disclosing party with prompt...F Confidentiality Agreement • September 29th, 1995 • Syntro Corp /De/ • Biological products, (no disgnostic substances)
Exhibit G [On Piper Jaffray Companies Letterhead] September 24, 1995 The Board of Directors Syntro Corporation 9669 Lackman Road Lenexa, KS 66219 Members of the Board: Syntro Corporation (the "Company), Mallinckrodt Veterinary, Inc. (the "Buyer) and...Syntro Corp /De/ • September 29th, 1995 • Biological products, (no disgnostic substances)
Syntro Corporation (the "Company), Mallinckrodt Veterinary, Inc. (the "Buyer) and Mallinckrodt Veterinary Acquisitions, Inc., a wholly-owned subsidiary of Buyer ("Merger Sub"), have proposed to enter into an Agreement and Plan of Merger (the "Agreement"). Pursuant to the Agreement, the Merger Sub will commence a tender offer (the "Tender Offer") to purchase all outstanding shares of common stock (the "Common Stock") of the Company at a price of $3.55 per share, net to the seller in cash. The Agreement also provides that following the Tender Offer, Merger Sub will be merged with and into the Company (the "Merger" and, together with the Tender Offer, collectively, the "Transaction"), and that each then outstanding share of Common Stock, subject to certain exceptions, will be converted in the Merger into the right to receive $3.55 in cash. You have requested our opinion as to whether the consideration to be received by the holders of the Common Stock pursuant to the Agreement is fair, fro
