AGREEMENT AND PLAN OF MERGER BY AND AMONG BAY VALLEY FOODS, LLC SNACKS ACQUISITION SUB, INC., SNACKS PARENT CORPORATION AND THE SELLERS’ REPRESENTATIVE DATED AS OF JUNE 27, 2014Merger Agreement • June 30th, 2014 • TreeHouse Foods, Inc. • Canned, frozen & preservd fruit, veg & food specialties • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 27, 2014, by and among Bay Valley Foods, LLC, a Delaware limited liability company (“Purchaser”), Snacks Acquisition Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Purchaser (“Merger Sub”), Snacks Parent Corporation, a Delaware corporation (the “Company”), and Gryphon Partners III, L.P., a Delaware limited partnership, solely in its capacity as the Sellers’ Representative (as defined below). Capitalized terms used in this Agreement and not otherwise defined shall have the respective meanings given to such terms in Article 1.
