AGREEMENT AND PLAN OF MERGER BY AND AMONG AVAGO TECHNOLOGIES LIMITED, AVAGO TECHNOLOGIES FINANCE PTE. LTD., AVAGO TECHNOLOGIES WIRELESS (U.S.A.) MANUFACTURING INC., CELSUS ACQUISITION CORP., CYOPTICS, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC,...Agreement and Plan of Merger • April 11th, 2013 • Avago Technologies LTD • Semiconductors & related devices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 10, 2013, is entered into by and among CyOptics, Inc., a Delaware corporation (the “Company”), Avago Technologies Wireless (U.S.A.) Manufacturing Inc., a Delaware corporation (“Parent”), Celsus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the Equityholder Representative, and, for the limited purposes specified herein, Avago Technologies Limited, a limited company organized under the laws of the Republic of Singapore (“Ultimate Parent”) and Avago Technologies Finance Pte. Ltd., a limited company organized under the laws of the Republic of Singapore (“Parent Guarantor”).
