AGREEMENT AND PLAN OF MERGER by and among JHP GROUP HOLDINGS, INC., PAR PHARMACEUTICAL COMPANIES, INC., JUNIPER MERGECO, INC. and WP JHP REPRESENTATIVE, LLC, solely in its capacity as the Representative January 17, 2014Merger Agreement • January 21st, 2014 • Par Pharmaceutical Companies, Inc. • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of January 17, 2014, is made by and among JHP Group Holdings, Inc., a Delaware corporation (the “Company”), Par Pharmaceutical Companies, Inc., a Delaware corporation (the “Parent”), Juniper Mergeco, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of the Parent (the “Merger Sub”), and WP JHP Representative LLC solely in its capacity as the representative for the Company’s shareholders (the “Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
