AGREEMENT AND PLAN OF MERGER between ZOLL MEDICAL CORPORATION, ASAHI KASEI CORPORATION, ASAHI KASEI HOLDINGS US, INC. and ASCLEPIUS SUBSIDIARY CORPORATION March 12, 2012Merger Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated March 12, 2012, is entered into between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), Asahi Kasei Corporation, a Japanese corporation (“Parent”), Asahi Kasei Holdings US, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HoldCo”), and Asclepius Subsidiary Corporation, a Massachusetts corporation and a wholly-owned subsidiary of HoldCo (“Merger Sub”).
AMENDMENT TO SHAREHOLDER RIGHTS AGREEMENTShareholder Rights Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
This Amendment to Shareholder Rights Agreement (the “Amendment”) is effective as of March 12, 2012, by and between ZOLL Medical Corporation, a Massachusetts corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
TENDER AND VOTING AGREEMENTTender and Voting Agreement • March 12th, 2012 • Zoll Medical Corp • Electromedical & electrotherapeutic apparatus • Massachusetts
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated as of March 12, 2012 is made by and among Asahi Kasei Corporation, a Japanese corporation (“Parent”), Asahi Kasei Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“HoldCo”), Asclepius Subsidiary Corporation, a Massachusetts corporation and wholly-owned subsidiary of HoldCo (“Merger Sub”), and each shareholder listed on Annex I (each, a “Shareholder” and collectively, the “Shareholders”), each an owner of shares (the “Shares”) of common stock, par value $0.01 per share, of ZOLL Medical Corporation, a Massachusetts corporation (the “Company”).
