AGREEMENT AND PLAN OF MERGER by and among IXYS CORPORATION, LITTELFUSE, INC. and IRON MERGER CO., INC. Dated as of August 25, 2017Merger Agreement • August 28th, 2017 • Ixys Corp /De/ • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 25, 2017, is by and among IXYS Corporation, a Delaware corporation (the “Company”), Littelfuse, Inc., a Delaware corporation (“Parent”), and Iron Merger Co., Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”). Parent, Merger Sub and the Company are each sometimes referred to herein as a “Party” and collectively as the “Parties.”
August 25, 2017Merger Agreement • August 28th, 2017 • Ixys Corp /De/ • Semiconductors & related devices • Delaware
As a holder of Company Common Stock (as defined below), the undersigned (collectively, the “Stockholder”) understands that IXYS Corporation, a Delaware corporation (the “Company”), and Littelfuse, Inc., a Delaware corporation (“Parent”), are concurrently entering into an Agreement and Plan of Merger, dated of even date herewith (as it may be amended from time to time, the “Merger Agreement”), providing for, among other things, a merger of a wholly owned subsidiary of Parent with and into the Company, followed by a merger of the Company with and into Parent (the “Mergers”), in which each of the issued and outstanding shares of common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) (other than any Cancelled Shares and any Dissenting Shares) will be converted into the right to receive the Merger Consideration at the Effective Time. Terms used without definition in this letter agreement shall have the meanings ascribed thereto in the Merger Agreement.
