AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN MEDICAL SYSTEMS, INC. OAK MERGER CORP. OVION INC. AND THE OTHER PARTIES HERETO DATED AS OF JUNE 3, 2005Agreement and Plan of Merger • June 6th, 2005 • American Medical Systems Holdings Inc • Orthopedic, prosthetic & surgical appliances & supplies • Minnesota
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 3, 2005, is entered into by and among American Medical Systems, Inc., a Delaware corporation (“Parent”), Oak Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), Ovion Inc., a Delaware corporation (“Company”), Jeffrey P. Callister and W. Stephen Tremulis (together, the “Principal Stockholders”) and Jeffrey P. Callister, as Stockholders’ Representative (“Stockholders’ Representative”).
