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, 2012Agreement and Plan of Merger • 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.
