TENDER AND SUPPORT AGREEMENTTender and Support Agreement • March 30th, 2015 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
This Tender and Support Agreement (this “Agreement”), is dated as of March 30, 2015, by and between FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), Badger Acquisition Corporation, a Wisconsin corporation and wholly-owned subsidiary of Parent (“Sub”), and that certain stockholder of Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”) set forth on Schedule A hereto (the “Stockholder”).
AGREEMENT AND PLAN OF MERGER among FUJIFILM HOLDINGS CORPORATION, BADGER ACQUISITION CORPORATION and CELLULAR DYNAMICS INTERNATIONAL, INC. Dated as of March 30, 2015Merger Agreement • March 30th, 2015 • Cellular Dynamics International, Inc. • Biological products, (no disgnostic substances) • Wisconsin
AGREEMENT AND PLAN OF MERGER, dated as of March 30, 2015 (this “Agreement”), by and among FUJIFILM Holdings Corporation, a corporation organized under the laws of Japan (“Parent”), Badger Acquisition Corporation, a Wisconsin corporation and a wholly owned Subsidiary of Parent (“Sub”), and Cellular Dynamics International, Inc., a Wisconsin corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Annex I and other capitalized terms used in this Agreement are defined in the Sections where such terms first appear.
