AGREEMENT AND PLAN OF MERGER by and among ASML HOLDING N.V., KONA ACQUISITION COMPANY, INC., and CYMER, INC. and, solely for the purposes set forth herein, ASML US INC. and KONA TECHNOLOGIES, LLC dated as of October 16, 2012Merger Agreement • October 17th, 2012 • Cymer Inc • Special industry machinery, nec • Nevada
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 16, 2012 (this “Agreement”), is entered into by and among (i) ASML Holding N.V., a Netherlands public limited liability company (naamloze vennootschap) (“Parent”), (ii) solely for purposes of Article II, Article IV, Article VI and Article X, ASML US Inc., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Holdco”), and Kona Technologies, LLC, a Nevada limited liability company and a wholly owned Subsidiary of Holdco (“Merger Sub 2”), (iii) Kona Acquisition Company, Inc. a Nevada corporation and a wholly owned Subsidiary of Holdco (“Merger Sub”), and (iv) Cymer, Inc., a Nevada corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1.1.
