AGREEMENT AND PLAN OF MERGER by and among SMITH & NEPHEW CONSOLIDATED, INC., PAPYRUS ACQUISITION CORP., OSIRIS THERAPEUTICS, INC. and SMITH & NEPHEW PLC dated as of March 12, 2019Agreement and Plan of Merger • March 12th, 2019 • Osiris Therapeutics, Inc. • Biological products, (no disgnostic substances) • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 12, 2019, is entered into by and among Smith & Nephew Consolidated, Inc., a Delaware corporation (“Parent”); Papyrus Acquisition Corp., a Maryland corporation and an indirect Subsidiary of Parent (“Sub”); Osiris Therapeutics, Inc., a Maryland corporation (the “Company”); and, solely for purposes of Section 7.02 and Article XI, Smith & Nephew plc, an English public limited liability company (“Parent Holdco”). Each of Parent, Sub, the Company and Parent Holdco are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Article X.
