AGREEMENT AND PLAN OF MERGER among PHARMEDIUM HEALTHCARE HOLDINGS, INC., AMERISOURCEBERGEN CORPORATION, PARIS ACQUISITION CORP. and CLAYTON, DUBILIER & RICE, LLC, as Representative Dated as of October 5, 2015Agreement and Plan of Merger • October 7th, 2015 • Amerisourcebergen Corp • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AGREEMENT AND PLAN OF MERGER is made as of October 5, 2015, by and among PharMEDium Healthcare Holdings, Inc., a Delaware corporation (“Company”), AmerisourceBergen Corporation, a Delaware corporation (“Parent”), Paris Acquisition Corp., a Delaware corporation (“Merger Sub”) and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company, solely in its capacity as the representative for the Common Stockholders and Optionholders as further provided herein (the “Representative”). Certain capitalized terms used herein are defined in Article I.
