AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017Agreement and Plan of Merger • May 4th, 2017 • Fresenius SE & Co. KGaA • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”). Certain capitalized terms used in this Agreement are defined in Section 8.12.
ContractVoting Agreement • May 4th, 2017 • Fresenius SE & Co. KGaA • Surgical & medical instruments & apparatus • Delaware
VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).
JOINT FILING AGREEMENTJoint Filing Agreement • May 4th, 2017 • Fresenius SE & Co. KGaA • Surgical & medical instruments & apparatus
The undersigned hereby agree that they are filing this Schedule 13D jointly pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the Act). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto and for the completeness and accuracy of the information concerning such person contained therein; provided, however, that none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
ContractVoting Agreement • May 4th, 2017 • Fresenius SE & Co. KGaA • Surgical & medical instruments & apparatus • Delaware
VOTING AGREEMENT dated as of April 24, 2017 (this “Agreement”), among FRESENIUS KABI AG, a German stock corporation (“Parent”), and each of THE INDIVIDUALS AND OTHER PARTIES LISTED ON SCHEDULE A ATTACHED HERETO (each, a “Shareholder” and, collectively, the “Shareholders”).
