AGREEMENT AND PLAN OF MERGER among THE HILLSHIRE BRANDS COMPANY, HELIX MERGER SUB CORPORATION, HELIX MERGER SUB LLC, and PINNACLE FOODS INC. Dated as of May 12, 2014Agreement and Plan of Merger • May 12th, 2014 • Hillshire Brands Co • Food and kindred products • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among THE HILLSHIRE BRANDS COMPANY, a Maryland corporation (“Parent”), PINNACLE FOODS INC., a Delaware corporation (the “Company”), HELIX MERGER SUB CORPORATION, a Delaware corporation and a direct, wholly owned Subsidiary of Parent (“Merger Corp”), and HELIX MERGER SUB LLC, a Delaware limited liability company and a direct, wholly owned Subsidiary of Parent (“Merger LLC” and, together with Merger Corp, the “Merger Subs”). Parent, Merger Corp, Merger LLC and the Company are referred to individually as a “Party” and collectively as the “Parties.”
VOTING AGREEMENTVoting Agreement • May 12th, 2014 • Hillshire Brands Co • Food and kindred products • Delaware
This VOTING AGREEMENT, dated as of May 12, 2014 (this “Agreement”), is made and entered into by and among The Hillshire Brands Company, a Maryland corporation (“Parent”), and the undersigned stockholders (each, a “Stockholder” and, collectively, the “Stockholders”) of Pinnacle Foods Inc., a Delaware corporation (the “Company”). Parent and each of the Stockholders are referred to individually as a “Party” and collectively as the “Parties.”
