AGREEMENT AND PLAN OF MERGER BY AND AMONG OCÉ N.V., ORANGE MERGER CORP. AND IMAGISTICS INTERNATIONAL INC. Dated as of September 15, 2005Agreement and Plan of Merger • September 19th, 2005 • Oce N V • Photographic equipment & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2005 (this “Agreement”), is by and among Océ N.V., a company organized under the laws of the Netherlands (“Parent”), Orange Merger Corp., a Delaware corporation and a wholly-owned subsidiary of Parent (“Purchaser”), and Imagistics International Inc., a Delaware corporation (the “Company”).
STOCKHOLDER TENDER AND VOTING AGREEMENTStockholder Tender and Voting Agreement • September 19th, 2005 • Oce N V • Photographic equipment & supplies • Delaware
This STOCKHOLDER TENDER AND VOTING AGREEMENT dated as of September 15, 2005 (as the same may be amended from time to time, this “Agreement”) among Océ N.V., a company organized under the laws of the Netherlands (“Parent”), Orange Merger Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and each individual listed on the signature pages of this Agreement (each, a “Stockholder” and collectively, the “Stockholders”), each an owner of Company Common Stock of Imagistics International, Inc., a Delaware corporation (the “Company”).
AGREEMENT DATED 16 SEPTEMBER, 2005 US$750,000,000 CREDIT FACILITY FOR OCÉ N.V. BY ABN AMRO BANK N.V. COÖPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A. ING BANK N.V. WITH ING BANK N.V. as Facility AgentAgreement • September 19th, 2005 • Oce N V • Photographic equipment & supplies
