AGREEMENT AND PLAN OF MERGER dated as of March 2, 2021 among THE MICHAELS COMPANIES, INC., MAGIC ACQUIRECO, INC. and MAGIC MERGECO, INC.Agreement and Plan of Merger • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of March 2, 2021 among The Michaels Companies, Inc., a Delaware corporation (the “Company”), Magic AcquireCo, Inc., a Delaware corporation (“Parent”), and Magic MergeCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), is made and entered into as of March 2, 2021, by and among Magic AcquireCo, Inc., a Delaware corporation (“Parent”), Magic MergeCo, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), and the undersigned holders (each, a “Holder” and collectively, the “Holders”) of shares of common stock, par value $0.067751 per share (“Company Common Stock”), of The Michaels Companies, Inc., a Delaware corporation (the “Company”).
March 2, 2021 Ashley Buchanan Dear Ashley:Letter Agreement • March 3rd, 2021 • Michaels Companies, Inc. • Retail-hobby, toy & game shops
This letter agreement (this “Agreement”), effective as of the date hereof, amends the employment letter agreement entered into by and between you, Michaels Stores, Inc. (the “Company”) and The Michaels Companies, Inc. (“Parent”) on December 26, 2019 (the “Employment Letter Agreement”) and the Restricted Stock Unit Award Agreement evidencing a grant to you of 795,000 restricted stock units of Parent on January 6, 2020 (the “RSU Award Agreement”) as set forth below.
