AGREEMENT AND PLAN OF MERGER BY AND AMONG M-FOODS HOLDINGS, INC. MFI MIDCO CORPORATION, MFI ACQUISITION CORPORATION, AND MICHAEL FOODS INVESTORS, LLC Dated as of May 20, 2010Merger Agreement • May 21st, 2010 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 20, 2010 among (i) MFI Midco Corporation, a Delaware corporation (“Parent”), (ii) MFI Acquisition Corporation, a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) M-Foods Holdings, Inc. a Delaware corporation (the “Company”), and (iv) Michael Foods Investors, LLC, solely as representative for the Company’s stockholders (the “Representative”).
