AGREEMENT AND PLAN OF MERGER DATED AS OF JULY 6, 2008 AMONG FRESENIUS SE, FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC, FRESENIUS KABI PHARMACEUTICALS, LLC AND APP PHARMACEUTICALS, INC.Merger Agreement • July 7th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 6, 2008, by and among Fresenius SE, a societas europaea organized under the laws of Germany (“Parent”); Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Holdco”); and Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdco (“Sub”); and APP Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
WRITTEN CONSENT AND VOTING AGREEMENTWritten Consent and Voting Agreement • July 7th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • Delaware
This WRITTEN CONSENT AND VOTING AGREEMENT (this “Agreement”) is entered into as of July 6, 2008, by and among Fresenius SE, a societas europaea organized under the laws of Germany (“Parent”); Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Parent (“Holdco”); Fresenius Kabi Pharmaceuticals, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Holdco (“Merger Sub”); and, the Persons whose names are set forth on the signature pages hereto under the caption “Stockholders” (each individually a “Stockholder” and, collectively, the “Stockholders”).
FORM OF CONTINGENT VALUE RIGHTS AGREEMENT by and between FRESENIUS KABI PHARMACEUTICALS HOLDING, LLC and [TRUSTEE] Dated as of , 200Contingent Value Rights Agreement • July 7th, 2008 • APP Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [—] (the “CVR Agreement”), by and between Fresenius Kabi Pharmaceuticals Holding, LLC, a Delaware corporation (the “Company”), and [—], a national banking association, as trustee (the “Trustee”), in favor of each person who from time to time holds one or more Contingent Value Rights (the “Securities” or “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
