AGREEMENT AND PLAN OF MERGER dated as of February 2, 2014 among ARTHROCARE CORPORATION, SMITH & NEPHEW, INC. ROSEBUD ACQUISITION CORPORATION and SMITH & NEPHEW PLCMerger Agreement • March 6th, 2014 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of February 2, 2014, among ArthroCare Corporation, a Delaware corporation (the “Company”), Smith & Nephew, Inc., a Delaware corporation (“Parent”), and Rosebud Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Subsidiary”), and, solely for purposes of Section 8.01, Section 11.04(b) and Section 11.13, Smith & Nephew plc, an English public limited company (“Parent Holdco”).
DATED 3 FEBRUARY 2014 SMITH & NEPHEW PLC Arranged by BARCLAYS BANK PLC and J.P. MORGAN LIMITED With (as Facility Agent) FACILITY AGREEMENT Freshfields Bruckhaus Deringer LLP London EC4Y 1HSFacility Agreement • March 6th, 2014 • Smith & Nephew PLC • Orthopedic, prosthetic & surgical appliances & supplies
