AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017Merger Agreement • April 24th, 2017 • Akorn Inc • Pharmaceutical preparations • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
ContractVoting Agreement • April 24th, 2017 • Akorn Inc • Pharmaceutical preparations • Delaware
VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).
