AGREEMENT AND PLAN OF MERGER BY AND AMONG MFI HOLDING CORPORATION, ACQUISITION SUB, INC., POST HOLDINGS, INC., AND GS CAPITAL PARTNERS VI FUND, L.P. Dated as of April 16, 2014Agreement and Plan of Merger • April 17th, 2014 • Michael Foods Group, Inc. • Poultry slaughtering and processing • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 16, 2014, is by and among (i) Post Holdings, Inc., a Missouri corporation (“Parent”), (ii) Acquisition Sub, Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“Merger Sub”), (iii) MFI Holding Corporation, a Delaware corporation (the “Company”), and (iv) GS Capital Partners VI Fund, L.P., solely as representative for the Stockholders and Optionholders (the “Representative”).
