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, 2005Merger Agreement • 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”).
