AGREEMENT AND PLAN OF MERGER by and among JAZZ PHARMACEUTICALS PUBLIC LIMITED COMPANY, JEWEL MERGER SUB INC., EUSA PHARMA INC., AND ESSEX WOODLANDS HEALTH VENTURES, INC., MAYFLOWER, L.P., AND BRYAN MORTON AS THE STOCKHOLDERS’ REPRESENTATIVES APRIL 26,...Agreement and Plan of Merger • April 27th, 2012 • Jazz Pharmaceuticals PLC • Pharmaceutical preparations • New York
This Agreement and Plan of Merger (this “Agreement”) is entered into as of April 26, 2012 among Jazz Pharmaceuticals Public Limited Company, a public limited company formed under the laws of Ireland (the “Parent” and, unless and until it assigns its rights and obligations to an Affiliate in accordance with Section 11.4, the “Buyer”), Jewel Merger Sub Inc., a Delaware corporation and an indirect wholly-owned subsidiary of the Buyer (“Merger Sub”), EUSA Pharma Inc., a Delaware corporation (“EUSA”), and Essex Woodlands Health Ventures, Inc., a Delaware corporation, Mayflower L.P., a Jersey limited partnership and Bryan Morton in their capacity as the representatives of the Participants (the “Stockholders’ Representatives”).
