AGREEMENT AND PLAN OF MERGER Among DYAX CORP., SHIRE PHARMACEUTICALS INTERNATIONAL, PARQUET COURTS, INC. and SHIRE PLC Dated as of November 2, 2015Agreement and Plan of Merger • November 2nd, 2015 • Dyax Corp • Services-commercial physical & biological research • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 2, 2015, by and among Dyax Corp., a Delaware corporation (the “Company”), Shire Pharmaceuticals International, a company incorporated in Ireland (“Parent”), Parquet Courts, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” with the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”) and Shire plc, a company incorporated in Jersey (“Parent Holdco”).
CONTINGENT VALUE RIGHTS AGREEMENT By and between SHIRE PLC and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Rights Agent Dated as of [●], 2015Contingent Value Rights Agreement • November 2nd, 2015 • Dyax Corp • Services-commercial physical & biological research • Delaware
CONTINGENT VALUE RIGHTS AGREEMENT, dated as of [●], 2015 (this “Agreement”), by and between Shire plc, a company incorporated in Jersey (“Parent Holdco”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as rights agent (the “Rights Agent”), in favor of each person who from time to time holds one or more contingent value rights (the “CVRs”) to receive cash payments in the amounts and subject to the terms and conditions set forth herein.
