AGREEMENT AND PLAN OF MERGER BY AND AMONG BIO-TECHNE CORPORATION, AERO MERGER SUB, INC. ADVANCED CELL DIAGNOSTICS, INC., and FORTIS ADVISORS LLC, THE SECURITYHOLDERS’ REPRESENTATIVE JULY 6, 2016Agreement and Plan of Merger • July 7th, 2016 • BIO-TECHNE Corp • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of July 6, 2016 (the “Agreement Date”), by and among BIO-TECHNE CORPORATION, a Minnesota corporation (“Parent”), AERO MERGER SUB, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), ADVANCED CELL DIAGNOSTICS, INC., a Delaware corporation (the “Company”), and FORTIS ADVISORS LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A. Parent, Merger Sub, the Company, and the Securityholders’ Representative are occasionally referred to herein as the “parties.”
