AGREEMENT AND PLAN OF MERGER By and Among RENAISSANCE PARENT CORP., RENAISSANCE ACQUISITION CORP. and GARDNER DENVER, INC. Dated as of March 7, 2013Merger Agreement • March 8th, 2013 • Gardner Denver Inc • General industrial machinery & equipment • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of March 7, 2013, (this “Agreement”), is made by and among Renaissance Parent Corp., a Delaware corporation (“Parent”), Renaissance Acquisition Corp., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), and Gardner Denver, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED RIGHTS AGREEMENTRights Agreement • March 8th, 2013 • Gardner Denver Inc • General industrial machinery & equipment • Delaware
THIS AMENDMENT dated as of March 7, 2013 (this “Amendment”), amends the Amended and Restated Rights Agreement, dated as of January 17, 2005, as amended on October 29, 2009, (the “Agreement”), by and between GARDNER DENVER, INC. (the “Company”), a Delaware corporation, and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Rights Agent”). All capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement.
