AGREEMENT AND PLAN OF MERGER among SUNTORY HOLDINGS LIMITED, SUS MERGER SUB LIMITED and BEAM INC. Dated as of January 12, 2014Merger Agreement • January 13th, 2014 • Beam Inc • Beverages • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of January 12, 2014 (this “Agreement”), by and among Suntory Holdings Limited, a Japanese corporation (“Parent”), SUS Merger Sub Limited, a Delaware corporation and a wholly-owned Subsidiary of Parent (“Sub”), and Beam Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I, and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
SUNTORY HOLDINGS TO ACQUIRE BEAM IN $16 BILLION TRANSACTIONAcquisition Agreement • January 13th, 2014 • Beam Inc • Beverages
• Agreement Represents a Premium of 25% Over the Closing Price on January 10, 2014 and a Multiple of More Than 20 Times Beam’s Latest 12 Months’ EBITDA1
