AGREEMENT AND PLAN OF MERGER dated as of September 2, 2014 by and among PRESTIGE CRUISES INTERNATIONAL, INC., NORWEGIAN CRUISE LINE HOLDINGS LTD., PORTLAND MERGER SUB, INC. and APOLLO MANAGEMENT, L.P.Agreement and Plan of Merger • September 4th, 2014 • Norwegian Cruise Line Holdings Ltd. • Water transportation • Delaware
This Agreement and Plan of Merger is entered into as of September 2, 2014, by and among Norwegian Cruise Line Holdings Ltd., an exempted company incorporated in Bermuda (“Parent”), Portland Merger Sub, Inc., a corporation organized under the Laws of the Republic of Panama and a wholly-owned, indirect Subsidiary of Parent and a wholly-owned Subsidiary of NCL Corporation Ltd. (“Merger Sub”), Prestige Cruises International, Inc., a corporation organized under the Laws of the Republic of Panama (the “Company”), and Apollo Management, L.P., a Delaware limited partnership (the “Stockholders’ Representative” and, together with each of Parent, Merger Sub and the Company, a “Party” and, collectively, the “Parties”). Capitalized terms used herein shall have the meanings ascribed to them in Article I.
