AGREEMENT AND PLAN OF MERGER among MTS SYSTEMS CORPORATION, NICKEL MERGER SUB INC., PCB GROUP, INC. andMerger Agreement • April 6th, 2016 • MTS Systems Corp • Measuring & controlling devices, nec • New York
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 5, 2016, is entered into among MTS SYSTEMS CORPORATION, a Minnesota corporation (“Parent”), NICKEL MERGER SUB INC., a New York corporation (“Merger Sub”), PCB GROUP, INC., a New York corporation (“Company”), and DAVID T. HORE, JOHN A. LALLY and DAVID M. LALLY, solely as the representatives of the Shareholders (collectively, the “Shareholder Representative Group”). (Parent, Merger Sub, Company and the Shareholder Representative Group are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.)
