MOLECULAR DEVICES CORPORATION Sunnyvale, CA 94089-1136Molecular Devices Corp • February 13th, 2007 • Laboratory analytical instruments
MDS Inc. (the “Prospective Acquirer”) and Molecular Devices Corporation (“Target”) contemplate engaging in continuing negotiations regarding the possible purchase by the Prospective Acquirer of all of the stock of Target (the “Possible Transaction”). In anticipation of these negotiations, the Prospective Acquirer and Target (collectively, the “Parties”) agree as follows:
Peter Brent MDS Inc. Toronto, Ontario Canada M9W 6J6 Dear Peter:Molecular Devices Corp • February 13th, 2007 • Laboratory analytical instruments • California
In connection with your consideration of a possible transaction (the “Transaction”) with Molecular Devices Corporation (the “Company”), UBS Securities LLC (“UBS”) as advisor to the Company, is prepared, subject to the terms and conditions of this agreement, to make available to you certain information regarding the Company, its subsidiaries and its affiliates. This information (whether written or oral) furnished to you and your Representatives (as defined below), whether prior to, on, or following the date hereof, together with analyses, compilations, forecasts, studies, or other documents or records prepared by you or your Representatives which contain, are based on, or otherwise reflect or are generated in whole or in part from such information, including that stored on any computer, word processor or other similar device, shall be referred to, collectively, as the “Evaluation Material”.
February 13, 2007 Dear Molecular Devices Corporation Stockholder:Merger Agreement • February 13th, 2007 • Molecular Devices Corp • Laboratory analytical instruments
We are pleased to inform you that on January 28, 2007, Molecular Devices Corporation (“Molecular Devices”) entered into an Agreement and Plan of Merger (the “Merger Agreement “) with MDS Inc. (“MDS “) and Monument Acquisition Corp., an indirect wholly-owned subsidiary of MDS (“Purchaser”).
