ARRANGEMENT AGREEMENT AND PLAN OF MERGER BY AND AMONG BURGER KING WORLDWIDE, INC., 1011773 B.C. UNLIMITED LIABILITY COMPANY, NEW RED CANADA PARTNERSHIP, BLUE MERGER SUB, INC., 8997900 CANADA INC. AND TIM HORTONS INC. AUGUST 26, 2014Arrangement Agreement and Plan of Merger • August 29th, 2014 • Burger King Worldwide, Inc. • Retail-eating places • Ontario
THIS AGREEMENT is made as of August 26, 2014 by and among Burger King Worldwide, Inc., a corporation incorporated under the laws of Delaware (“Parent”), 1011773 B.C. Unlimited Liability Company, an unlimited liability company organized under the laws of British Columbia (“Holdings”), New Red Canada Partnership, a general partnership organized under the laws of Ontario and wholly-owned Subsidiary of Holdings (“Partnership”), Blue Merger Sub, Inc., a corporation incorporated under the laws of Delaware and a wholly-owned Subsidiary of Partnership (“Merger Sub”), 8997900 Canada Inc., a corporation organized under the laws of Canada and a wholly-owned Subsidiary of Partnership (“Amalgamation Sub” and, together with Parent, Holdings, Partnership and Merger Sub, the “Parent Parties”), and Tim Hortons Inc., a corporation organized under the laws of Canada (the “Company”). Defined terms used in this Agreement shall have the meanings ascribed to them in Section 1.1.
