AGREEMENT AND PLAN OF MERGER Dated as of December 24, 2011 by and among COGDELL SPENCER INC., COGDELL SPENCER LP, VENTAS, INC., TH MERGER SUB, LLC and TH MERGER CORP, INC.Merger Agreement • December 27th, 2011 • Ventas Inc • Real estate investment trusts • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of December 24, 2011 (this “Agreement”), is made and entered into by and among Cogdell Spencer Inc., a Maryland corporation (the “Company”), Cogdell Spencer LP, a Delaware limited partnership and the Company’s operating partnership (the “Operating Partnership”), Ventas, Inc., a Delaware corporation (“Parent”), TH Merger Corp, Inc., a Maryland corporation and Parent’s wholly-owned subsidiary (“MergerSub”), and TH Merger Sub, LLC, a Delaware limited liability company and Parent’s wholly-owned subsidiary (“OP MergerSub”, and, together with Parent and MergerSub, the “Purchaser Parties”).
