AGREEMENT AND PLAN OF MERGER among COVETRUS, INC, CORGI BIDCO, INC. and CORGI MERGER SUB, INC. Dated as of May 24, 2022Merger Agreement • May 25th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of May 24, 2022, by and among Covetrus, Inc., a Delaware corporation (the “Company”), Corgi Bidco, Inc., a Delaware corporation (“Parent”), and Corgi Merger Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”).
SUPPORT AND ROLLOVER AGREEMENTSupport and Rollover Agreement • May 25th, 2022 • Covetrus, Inc. • Retail-drug stores and proprietary stores • Delaware
This Support and Rollover Agreement (this “Agreement”), dated as of May 24, 2022, is entered into by and between Covetrus, Inc., a Delaware corporation (the “Company”), CD&R VFC Holdings, L.P., a Cayman Islands exempted limited partnership (the “Stockholder”) and Corgi Bidco, Inc., a Delaware corporation (“Parent”). Capitalized terms used but not defined herein shall have the meanings given to them in the Merger Agreement (as defined below).
