ACQUISITION AGREEMENT BY AND AMONG FLOWERS FOODS, INC., LOBSTERCO I, LLC, LEPAGE BAKERIES, INC., RAL, INC., BAKEAST COMPANY, BAKEAST HOLDINGS, INC., AND THE EQUITYHOLDERS NAMED HEREIN Dated May 31, 2012Acquisition Agreement • June 1st, 2012 • Flowers Foods Inc • Food and kindred products • Maine
This ACQUISITION AGREEMENT (this “Agreement”), dated May 31, 2012, is entered into by and among FLOWERS FOODS, INC., a Georgia corporation (“Parent”); LOBSTERCO I, LLC, a Maine single-member limited liability company and indirect wholly owned subsidiary of Parent (“Purchaser”); LEPAGE BAKERIES, INC., a Delaware corporation (“LBI”); RAL, INC., a Maine corporation (“RAL”); BAKEAST COMPANY, a Maine general partnership (“Bakeast Partnership”); BAKEAST HOLDINGS, INC., a Delaware corporation (“Bakeast Holdings” and, with LBI, RAL, and Bakeast Partnership, each an “Acquired Entity” and collectively the “Acquired Entities”); and the equityholders of the Acquired Entities listed on the signature pages hereof (collectively, the “Equityholders”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG FLOWERS FOODS, INC., LOBSTERCO II, LLC, AAROW LEASING, INC., THE EVEREST COMPANY, INCORPORATED, AND THE SHAREHOLDERS NAMED HEREIN Dated May 31, 2012Merger Agreement • June 1st, 2012 • Flowers Foods Inc • Food and kindred products • Maine
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated May 31, 2012, is entered into by and among FLOWERS FOODS, INC., a Georgia corporation (“Parent”); LOBSTERCO II, LLC, a Maine single-member limited liability company and indirect wholly-owned subsidiary of Parent (“Merger Sub”); AAROW LEASING, INC., a Maine corporation (“Aarow”); THE EVEREST COMPANY, INCORPORATED, a Maine corporation (“Everest” and, together with Aarow, the “Acquired Companies”); and the shareholders of the Acquired Companies listed on the signature pages hereof (collectively, the “Shareholders”).
