AGREEMENT AND PLAN OF MERGER BY AND AMONG SWH HOLDINGS, INC., CERTAIN OF THE STOCKHOLDERS OF SWH HOLDINGS, INC., TA ASSOCIATES MANAGEMENT, L.P., AS SECURITYHOLDERS’ AGENT, MAGELLAN HEALTHCARE, INC., AS PURCHASER, AND SILVER MERGER SUB INC., AS MERGER...Agreement and Plan of Merger • July 28th, 2017 • Magellan Health Inc • Services-hospitals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 13, 2017 (together with the Schedules and Exhibits hereto, the “Agreement”), is by and among SWH Holdings, Inc., a Delaware corporation (the “Company”), certain of the stockholders of the Company (as listed on Exhibit A hereto) (the “Signing Stockholders” and, together with the other stockholders of the Company, the “Stockholders” and individually each a “Stockholder”), certain of the Vested Optionholders (the “Signing Vested Optionholders”), TA Associates Management, L.P., a Delaware limited partnership, as Securityholders’ Agent, Magellan Healthcare, Inc., a Delaware corporation (“Purchaser”), and Silver Merger Sub, Inc., a Delaware corporation (“Merger Sub”).
