July 11, 2008Mentor International Holdings Inc. • July 11th, 2008
This opinion is being delivered to you in connection with the Agreement and Plan of Merger dated as of July 9, 2008 (the “Agreement”), by and among Mentor Corporation, a Minnesota corporation (“Company”), Mentor International Holdings, Inc., a Delaware corporation and wholly-owned subsidiary of Company (“Parent”), and MNT Merger Sub, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Agreement, Merger Sub will merge with and into Company, with Company surviving the merger (the “Merger”). Prior to, and in connection with, the Merger, Company will have formed Parent (the “Parent Formation” and, together with the Merger, the “Transaction”). The Transaction is described in the Registration Statement on Form S-4 of Parent filed with the Securities and Exchange Commission on July 11, 2008 (the “Registration Statement”), which includes the Proxy Statement/Prospectus of Company and Parent. Unless otherwise indicated, any capitalized terms used
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 11th, 2008 • Mentor International Holdings Inc. • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 9, 2008, by and among Mentor Corporation, a Minnesota corporation (“Mentor”), Mentor International Holdings, Inc., a Delaware corporation and a wholly owned subsidiary of Mentor (“Mentor Holdings”), and MNT Merger Sub, Inc., a Minnesota corporation and a wholly owned subsidiary of Mentor Holdings (“Merger Sub”).
