AGREEMENT AND PLAN OF MERGER BY AND AMONG CARDINAL HEALTH, INC. (“Cardinal Health”), BLUE MERGER CORP., a wholly owned direct subsidiary of Cardinal Health (“Subcorp”), and ALARIS MEDICAL SYSTEMS, INC. (“ALARIS”) May 18, 2004Agreement and Plan of Merger • May 28th, 2004 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of the 18th day of May 2004, by and among Cardinal Health, Inc., an Ohio corporation (“Cardinal Health”), Blue Merger Corp., a Delaware corporation and a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc., a Delaware corporation (“ALARIS”).
Support/Tender AgreementCardinal Health Inc • May 28th, 2004 • Wholesale-drugs, proprietaries & druggists' sundries • Delaware
Concurrently with the execution and delivery of this letter agreement, Cardinal Health, Inc. (“Cardinal Health”), Blue Merger Corp., a wholly owned subsidiary of Cardinal Health (“Subcorp”), and ALARIS Medical Systems, Inc. (“ALARIS”) are entering into the Agreement and Plan of Merger, dated the date of this letter agreement (the “Merger Agreement”), providing for, among other things, a tender offer (the “Offer”) by Subcorp for all of the outstanding common stock, par value $0.01 per share, of ALARIS (“ALARIS Common Stock”) at a price per share of $22.35 net to the seller in cash (such price or any higher price paid in the Offer, the “Offer Price”), to be followed by a merger of Subcorp with and into ALARIS, with ALARIS as the surviving corporation (the “Merger”), pursuant to which each share of ALARIS Common Stock then-outstanding (other than as specifically provided for to the contrary in the Merger Agreement), shall be converted into the right to receive an amount in cash without in
