AGREEMENT AND PLAN OF MERGER dated as of February 24, 2008 among OPTO CIRCUITS (INDIA) LIMITED PACKER ACQUISITION CORPORATION and CRITICARE SYSTEMS, INC.Merger Agreement • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus • Delaware
AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of February 24, 2008 among Criticare Systems, Inc., a Delaware corporation (the "Company"), Opto Circuits (India) Limited, a company registered under the laws of India ("Parent"), and Packer Acquisition Corporation, a Delaware corporation and wholly-owned Subsidiary of Parent ("Purchaser").
MUTUAL NONDISCLOSURE AGREEMENTMutual Non-Disclosure Agreement • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus • Delaware
This Mutual Nondisclosure Agreement (this "Agreement") by and between Opto Circuits (I) Limited and Criticare Systems, Inc. (each a "Party" and collectively, the "Parties"), is dated the latest date set forth on the signature page hereto.
Offer to Purchase for Cash All Outstanding Shares of Common Stock of Criticare Systems, Inc. at $5.50 per Share by Packer Acquisition Corporation a wholly- owned subsidiary of Opto Circuits (India) LimitedOffer to Purchase • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus
This summary highlights selected information from this Offer to Purchase and may not contain all of the information that is important to you. You should carefully read this entire Offer to Purchase and the other documents to which this Offer to Purchase refers to fully understand the Offer, the Merger and the related transactions. Section and heading references are included to direct you to a more complete description of the topics contained in this summary.
FORM OF STOCKHOLDER TENDER AGREEMENTStockholder Tender Agreement • March 7th, 2008 • Opto Circuits (India) LTD • Electromedical & electrotherapeutic apparatus • Delaware
STOCKHOLDER TENDER AGREEMENT, dated February 24, 2008 (the "Agreement"), between Packer Acquisition Corporation, a Delaware corporation ("Purchaser"), and the person listed as a Stockholder on the signature pages hereto (the "Stockholder").
