AGREEMENT AND PLAN OF MERGER BY AND AMONG AMSAFE GLOBAL HOLDINGS, INC., AGH ACQUISITION, INC., TRANSDIGM INC. AND TRANSDIGM GROUP INCORPORATED Dated as of January 20, 2012Merger Agreement • January 23rd, 2012 • TransDigm Group INC • Aircraft parts & auxiliary equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 20, 2012, by and among: (i) TransDigm Group Incorporated, a Delaware corporation (“Parent”); (ii) TransDigm Inc., a Delaware corporation (“TDI”, and together with Parent, “Buyer”); (iii) AGH Acquisition, Inc., a Delaware corporation (“Merger Sub”); (iv) AmSafe Global Holdings, Inc., a Delaware corporation (the “Company”); (v) BSR LLC, a Delaware limited liability company (the “Berkshire Representative”); and (vi) Greenbriar Equity Fund II, L.P., a Delaware limited partnership (the “Greenbriar Representative” and together with the Berkshire Representative, the “Stockholders’ Representatives”). Certain terms used in this Agreement are defined in Section 1.1.
