AGREEMENT AND PLAN OF MERGER AMONG UNITED STATES SURGICAL CORPORATION COVIDIEN DE CORP. AND SOMANETICS CORPORATION Dated as of June 16, 2010Merger Agreement • June 25th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 16, 2010 is among United States Surgical Corporation (“Parent”), a Delaware corporation, Covidien DE Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and Somanetics Corporation (the “Company”), a Michigan corporation.
GUARANTYGuaranty • June 25th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
United States Surgical Corporation, a Delaware corporation (“Parent”), Covidien DE Corp., a Delaware corporation (“Sub”) and Somanetics Corporation, a Michigan 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.
TENDER AND VOTING AGREEMENTTender and Voting Agreement • June 25th, 2010 • Somanetics Corp • Electromedical & electrotherapeutic apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated June 16, 2010, is entered into between United States Surgical Corporation, a Delaware corporation (“Parent”), Covidien DE Corp., a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Sub”) and the undersigned shareholder of the Company (“Shareholder”), with respect to (a) the shares of common stock, par value $0.01 per share (the “Shares”), of Somanetics Corporation, a Michigan corporation (the “Company”), (b) all securities exchangeable, exercisable or convertible into Shares and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Shareholder (collectively, the “Securities”).
