AGREEMENT AND PLAN OF MERGER by and among ALDER BIOPHARMACEUTICALS, INC. H. LUNDBECK A/S, LUNDBECK LLC, and VIOLET ACQUISITION CORP. Dated as of September 16, 2019Merger Agreement • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 16, 2019, by and among: H. Lundbeck A/S, a Danish aktieselskab (“Parent”); Lundbeck LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of Parent (“Payor”); Violet Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Payor (“Purchaser”); and Alder BioPharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 16th, 2019 • Alder Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 16, 2019, is entered into by and among H. Lundbeck A/S, a Danish aktieselskab (“Parent”), Violet Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
