RE: Confidentiality AgreementConfidentiality Agreement • April 21st, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures • New York
Kinetic Concepts, Inc. (“Buyer”) has expressed an interest in exploring a transaction (a “Transaction”) involving the possible acquisition (by merger, consolidation or otherwise) of all of the outstanding shares of capital stock of LifeCell Corporation, a Delaware corporation (together with its subsidiaries and affiliates, the “Company”), and has requested certain information relating to the Company. As a condition to any information being furnished to Buyer and its Representatives (as defined below), Buyer and the Company agree to be bound by the terms and conditions set forth in this letter agreement (“this Agreement”). Buyer further agrees to inform each of its Representatives to whom any information subject to this Agreement is disclosed of the terms and conditions of this Agreement, and to cause each such Representative to fully observe and be bound by this Agreement (other than Section 11 hereof, except as provided therein) to the same extent as if such Representative were Buyer.
Offer to Purchase for Cash All Outstanding Shares of Common Stock of LIFECELL CORPORATION at $51.00 Net Per Share by LEOPARD ACQUISITION SUB, INC. a wholly- owned subsidiary of KINETIC CONCEPTS, INC.Offer to Purchase • April 21st, 2008 • Kinetic Concepts Inc /Tx/ • Miscellaneous furniture & fixtures
Leopard Acquisition Sub, Inc., a Delaware corporation (“Purchaser”) and a direct, wholly-owned subsidiary of Kinetic Concepts, Inc., a Texas corporation (“KCI”), is offering to purchase for cash all outstanding shares of common stock, par value $0.001 per share (the “Shares”), of LifeCell Corporation, a Delaware corporation (“LifeCell”), at a price of $51.00 per Share, net to the seller in cash (the “Offer Price”), without interest thereon and subject to reduction for any applicable withholding taxes, upon the terms and subject to the conditions set forth in this Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”). The Offer is being made in connection with the Agreement and Plan of Merger dated April 7, 2008 by and among Purchaser, LifeCell and KCI (the “Merger Agreement”), pursuant to which, after the completion of the Offer and the satisfaction or waiver of certain conditions, Pu
