TENDER AND VOTING AGREEMENTTender and Voting Agreement • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated June 1, 2010, is entered into between Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware Corporation, a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Purchaser”), Warburg, Pincus Equity Partners, L.P., a limited partnership organized under the laws of Delaware, Warburg, Pincus Netherlands Equity Partners I, C.V., a limited partnership organized under the laws of the Netherlands, and Warburg, Pincus Netherlands Equity Partners III, C.V., a limited partnership organized under the laws of the Netherlands (collectively, “Stockholders”), with respect to 27,151,570 shares of common stock, par value $0.01 per share (the “Shares”), of ev3 Inc., a Delaware corporation (the “Company”).
GUARANTYGuaranty • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus • Delaware
Covidien Group S.a.r.l., a Luxembourg company (“Parent”), COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of Parent (“Purchaser”), and ev3 Inc., a Delaware corporation (the “Company”), have entered into, simultaneously with the execution and delivery hereof, an Agreement and Plan of Merger (the “Merger Agreement”). Parent is a direct subsidiary of Covidien International Finance S.A., a Luxembourg corporation (“CIFSA”), and CIFSA expects to derive substantial indirect benefits from the consummation of the transactions contemplated by the Merger Agreement. Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among COVIDIEN GROUP S.A.R.L., COV DELAWARE CORPORATION, and EV3 INC. June 1, 2010Merger Agreement • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 1, 2010 (the “Agreement Date”), is by and among ev3 Inc., a Delaware corporation (the “Company”), Covidien Group S.a.r.l., a Luxembourg company (the “Parent”), and COV Delaware Corporation, a Delaware corporation and wholly owned subsidiary of the Parent (the “Purchaser”).
April 6, 2010 PERSONAL AND CONFIDENTIAL Tyco Healthcare Group LP d/b/a CovidienConfidentiality Agreement • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus
April 28, 2010 PERSONAL AND CONFIDENTIAL Tyco Healthcare Group LP d/b/a CovidienConfidentiality Agreement • June 11th, 2010 • COV Delaware Corp • Surgical & medical instruments & apparatus
