AGREEMENT AND PLAN OF MERGER dated as of May 4, 2017, by and among AVANTOR, INC., VAIL ACQUISITION CORP and VWR CORPORATIONMerger Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 4, 2017 (this “Agreement”), is made by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR Corporation, a Delaware corporation (the “Company”).
VWR Corporation Radnor Corporate Center Building One, Suite 200Income Tax Receivable Agreement • May 5th, 2017 • VWR Corp • Wholesale-professional & commercial equipment & supplies
Reference is made to that certain Income Tax Receivable Agreement, dated as of October 7, 2014, by and between VWR Corporation, a Delaware corporation (“VWR”), and Varietal Distribution Holdings, LLC, a Delaware limited liability company (“VDH”) (as amended, restated, supplemented, waived or modified in accordance with its terms, the “Tax Receivables Agreement”). Reference is also made to the Agreement and Plan of Merger, dated on or about the date hereof (the “Merger Agreement”), by and among Avantor, Inc., a Delaware corporation (“Parent”), Vail Acquisition Corp, a Delaware corporation (“Merger Sub”) and a wholly owned subsidiary of Parent, and VWR. Capitalized terms used in this letter and not otherwise defined herein have the meanings set forth in the Tax Receivables Agreement.
