AGREEMENT AND PLAN OF MERGER BY AND AMONG QIAGEN N.V., QIAGEN NORTH AMERICAN HOLDINGS, INC., QIAGEN MERGER SUB, LLC AND DIGENE CORPORATION Dated June 3, 2007Merger Agreement • June 4th, 2007 • Digene Corp • In vitro & in vivo diagnostic substances • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”), made and entered into June 3, 2007 by and among QIAGEN N.V., a public limited liability company (Naamloze Vennootschap) organized in the Kingdom of The Netherlands (“Parent”), QIAGEN North American Holdings, Inc., a California corporation and wholly owned Subsidiary of Parent (“NAH”), QIAGEN MERGER SUB, LLC, a Delaware limited liability company and wholly owned Subsidiary of NAH (“Merger Sub”) and DIGENE CORPORATION, a Delaware corporation (the “Company”). Parent, NAH, Merger Sub and the Company are sometimes referred to herein each individually as a “Party” and, collectively, as the “Parties.” Certain capitalized terms used herein shall have the respective meanings ascribed thereto in Section 9.13.
