AGREEMENT AND PLAN OF MERGER BY AND AMONG BAYER HEALTHCARE LLC, EVELYN ACQUISITION COMPANY, AND CONCEPTUS, INC. Dated as of April 28, 2013Merger Agreement • April 29th, 2013 • Conceptus Inc • Surgical & medical instruments & apparatus • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 28, 2013, by and among Bayer HealthCare LLC, a Delaware limited liability company (“Parent”), Evelyn Acquisition Company, a Delaware corporation and a wholly owned Subsidiary of Parent (“Purchaser”), and Conceptus, Inc., a Delaware corporation (the “Company”). Each of Parent, Purchaser and the Company are referred to herein as a “Party” and together as the “Parties”. All capitalized terms used in this Agreement shall have the meanings assigned to them in Article IX or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
