AGREEMENT AND PLAN OF MERGER among: AMBIT BIOSCIENCES CORPORATION, a Delaware corporation; DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation; and CHARGE ACQUISITION CORP., a Delaware corporation Dated as of September 28, 2014Agreement and Plan of Merger • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 28, 2014, by and among: DAIICHI SANKYO COMPANY, LIMITED, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”); CHARGE ACQUISITION CORP., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and AMBIT BIOSCIENCES CORPORATION, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
CONTINGENT VALUE RIGHTS AGREEMENTContingent Value Rights Agreement • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [ ], 2014 (this “Agreement”), is entered into by and between Daiichi Sankyo Company, Limited, a Japanese corporation with its principal office at 3-5-1, Nihonbashi-honcho, Chuo-ku, Tokyo, Japan (“Parent”), and [ ], as Rights Agent (together with Parent, the “Parties”).
TENDER AGREEMENTTender Agreement • September 29th, 2014 • Ambit Biosciences Corp • Pharmaceutical preparations • Delaware
THIS TENDER AGREEMENT (this “Agreement”) dated September 28, 2014, is entered into between Daiichi Sankyo Company, Limited (“ Parent “), Charge Acquisition Corp. (“ Purchaser “), and [ ] (“ Stockholder “), with respect to (i) the shares of common stock, par value $0.001 per share (the “ Shares”), of Ambit Biosciences Corporation (the “Company”), (ii) all securities exchangeable, exercisable or convertible into Shares (“Convertible Securities”), and (iii) any securities issued or exchanged with respect to such Shares, and upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
