ENDOGEN, INC.Incentive Stock Option Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
June 2, 1999 To Our Stockholders: On behalf of the Board of Directors of Endogen, Inc., a Massachusetts corporation (the "COMPANY"), we are pleased to inform you that, on May 27, 1999, the Company entered into an Agreement and Plan of Merger (the...Merger Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances
On behalf of the Board of Directors of Endogen, Inc., a Massachusetts corporation (the "COMPANY"), we are pleased to inform you that, on May 27, 1999, the Company entered into an Agreement and Plan of Merger (the "MERGER AGREEMENT") with PerBio Science AB, a Swedish corporation ("PARENT") and EWOK Acquisition Corp., a Massachusetts corporation and a wholly-owned subsidiary of Parent ("PURCHASER"), pursuant to which Purchaser has today commenced a cash tender offer (the "OFFER") to purchase all of the outstanding shares (the "SHARES") of the Company's Common Stock at $3.75 per Share. Under the terms of the Merger Agreement, the Offer will be followed by a merger of Purchaser with and into the Company (the "MERGER") in which any Shares not tendered will be converted into the right to receive $3.75 per Share in cash, without interest.
AMONGAgreement and Plan of Merger • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 13 EMPLOYMENT AGREEMENT THIS AGREEMENT is entered into this 27th day of May, 1999, by and between EWOK ACQUISITION CORP., a Massachusetts corporation (hereinafter "EWOK"), and OWEN A. DEMPSEY (hereinafter "DEMPSEY"). WHEREAS, EWOK is proposing...Employment Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 5 STOCKHOLDER AGREEMENT STOCKHOLDER AGREEMENT, dated as of May 27, 1999 (this "Agreement") among PERBIO SCIENCE AB, a Swedish corporation, ("Parent"), EWOK ACQUISITION CORP., a Massachusetts corporation and a wholly owned subsidiary of Parent...Stockholder Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
Exhibit 3 CONFIDENTIAL DISCLOSURE AGREEMENT This Confidential Disclosure Agreement is entered into as of the 11th day of January, 1999, by and between Endogen, Inc., a Massachusetts Corporation (the "Disclosing Party") and Pierce Chemical Co. (the...Confidential Disclosure Agreement • June 2nd, 1999 • Endogen Inc • In vitro & in vivo diagnostic substances • Massachusetts
