THE TRANSACTIONSMerger Agreement • April 1st, 2016 • ADT Corp • Services-detective, guard & armored car services
On February 14, 2016, Prime Security Services Borrower, LLC (“Prime LLC”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with The ADT Corporation (“ADT”), Prime Security One MS, Inc., a Delaware corporation and a wholly owned subsidiary of Prime LLC (“Merger Sub”), and, solely for purposes of Article IX thereunder, Prime Security Services Parent Inc. (“Parent”) and Prime Security Services TopCo Parent, LP (“Ultimate Parent”), pursuant to which Merger Sub will be merged with and into ADT (the “Merger”), with ADT surviving the Merger as a wholly owned subsidiary of Prime LLC. At the effective time of the Merger, each share of ADT’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the effective time of the Merger (other than shares held by Prime LLC, Merger Sub or any other direct or indirect wholly owned subsidiary of Prime LLC, shares owned by ADT (including treasury shares) or any of its direct or indirect wholly owned subsidia
