AGREEMENT AND PLAN OF MERGER by and among ACTAVIS PLC, TANGO US HOLDINGS INC., TANGO MERGER SUB 1 LLC, TANGO MERGER SUB 2 LLC and FOREST LABORATORIES, INC. dated as of February 17, 2014Merger Agreement • February 19th, 2014 • Forest Laboratories Inc • Pharmaceutical preparations • New York
This AGREEMENT AND PLAN OF MERGER (hereinafter referred to as this “Agreement”), dated February 17, 2014, is by and among Actavis plc, a company incorporated under the laws of Ireland (“Parent”), Tango US Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“US Holdco”), Tango Merger Sub 1 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 1”), Tango Merger Sub 2 LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Holdco (“Merger Sub 2” and, together with Merger Sub 1, the “Merger Subs”) and Forest Laboratories, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this Agreement unless the context clearly provides otherwise. Parent, US Holdco, each of the Merger Subs and the Company are each sometimes referred to herein as a “Party”
