AGREEMENT AND PLAN OF MERGER among Bayer HealthCare LLC, Willow Road Company and Schiff Nutrition International, Inc. Dated as of October 29, 2012Merger Agreement • October 30th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of October 29, 2012 (this “Agreement”), is entered into by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement will have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement.
October 29, 2012Merger Agreement • October 30th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products • Delaware
Reference is made to that certain Agreement and Plan of Merger, dated as of the date hereof (as amended from time to time, the “Merger Agreement”), by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Willow Road Company, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Schiff Nutrition International, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not otherwise defined in this letter agreement will have the meanings set forth in the Merger Agreement.
SCHIFF NUTRITION INTERNATIONAL, INC. LETTERHEAD]Bonus Agreement • October 30th, 2012 • Schiff Nutrition International, Inc. • Wholesale-groceries & related products
As you know, Schiff Nutrition International, Inc. (the “Company”) intends to enter into an Agreement and Plan of Merger among Bayer HealthCare LLC (“Parent”), Willow Road Company and the Company dated October 29, 2012 (the “Merger Agreement”) pursuant to which the Company would become a wholly owned subsidiary of Parent (the “Merger”). As your efforts contributed to this potential transaction and the success of the Company, we would like to reward you with a bonus of $ , (the “Bonus”), subject to the terms and conditions set forth below.
