AGREEMENT AND PLAN OF MERGER among: PRIMO WATER CORPORATION, a Delaware corporation; COTT CORPORATION, a corporation organized under the laws of Canada; COTT HOLDINGS INC., a Delaware corporation; FORE ACQUISITION CORPORATION, a Delaware corporation;...Merger Agreement • January 13th, 2020 • Primo Water Corp • Wholesale-groceries, general line • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of January 13, 2020 (the “Agreement Date”), by and among: Cott Corporation, a corporation organized under the laws of Canada (“Parent”); Cott Holdings Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Holdings”); Fore Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of Holdings (“Merger Sub 2”); Fore Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of Merger Sub 2 (“Purchaser”); and Primo Water Corporation, a Delaware corporation (the “Company”) (each of the Company, Purchaser, Merger Sub 2, Holdings and Parent a “Party”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
