AGREEMENT AND PLAN OF MERGER by and among REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION, RR TRANSACTION CORP. and ELIZABETH ARDEN, INC. Dated as of June 16, 2016Merger Agreement • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2016 (this “Agreement”), is made by and among Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), RR Transaction Corp., a Florida corporation and a wholly owned direct subsidiary of Operating Parent (“Acquisition Sub”), and Elizabeth Arden, Inc., a Florida corporation (the “Company”).
PREFERRED STOCK REPURCHASE AND WARRANT CANCELLATION AGREEMENTPreferred Stock Repurchase and Warrant Cancellation Agreement • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
PREFERRED STOCK REPURCHASE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) dated as of June 16, 2016, by and among Elizabeth Arden, Inc., a Florida corporation (the “Company”), Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), RR Transaction Corp., a Florida corporation and a wholly-owned direct subsidiary of Operating Parent (“Acquisition Sub”), Nightingale Onshore Holdings L.P., a Delaware limited partnership (“Nightingale Onshore”), and Nightingale Offshore Holdings L.P., a Delaware limited partnership (“Nightingale Offshore” and, together with Nightingale Onshore, “Nightingale”).
SUPPORT AGREEMENTSupport Agreement • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
SUPPORT AGREEMENT (this “Agreement”) dated as of June 16, 2016, by and among Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), and RR Transaction Corp., a Florida corporation and a wholly-owned direct subsidiary of Operating Parent (“Acquisition Sub”), on the one hand, and E. Scott Beattie (the “Shareholder”), on the other hand.
