AGREEMENT AND PLAN OF MERGER Among W. R. GRACE & CO.—CONN., MALLARD ACQUISITION CORP. and SYNTHETECH, INC. Dated as of September 13, 2010Merger Agreement • September 22nd, 2010 • W R Grace & Co • Chemicals & allied products • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 13, 2010 (the “Agreement”), among W. R. Grace & Co.-Conn., a Connecticut corporation (“Parent”), Mallard Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Synthetech, Inc., an Oregon corporation (the “Company”).
JOINT FILING AGREEMENTJoint Filing Agreement • September 22nd, 2010 • W R Grace & Co • Chemicals & allied products
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that the statement on Schedule 13D to which this joint filing agreement is attached is filed on behalf of each of the undersigned and that all subsequent amendments to such statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. Each of the undersigned further acknowledges and agrees that it is eligible to use Schedule 13D and that it is and shall be responsible for the timely filing of the statement on Schedule 13D to which this joint filing agreement is attached and all amendments thereto, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any other person making the filing, except to the extent that it knows or has reason to believe that suc
VOTING AGREEMENTVoting Agreement • September 22nd, 2010 • W R Grace & Co • Chemicals & allied products • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into this day of September 2010 by and among Synthetech, Inc., an Oregon corporation (the “Company”), W.R. Grace & Co.-Conn, a Connecticut corporation (the “Purchaser”), and (the “Shareholder”).
