AGREEMENT OF INVESTMENT AND MERGER among: TECHNE CORPORATION, a Minnesota corporation; RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation; CAYENNE MERGER SUB, INC., a Delaware corporation; CYVEK, INC., a Delaware corporation; and CITRON...Agreement of Investment and Merger • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT OF INVESTMENT AND MERGER (this “Agreement”) is made and entered into as of April 1, 2014, by and among: TECHNE CORPORATION, a Minnesota corporation (“Ultimate Parent”); RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation (“Parent”); CAYENNE MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); CYVEK, INC., a Delaware corporation (the “Company”); and CITRON CAPITAL LIMITED, solely in its capacity as the Stockholders’ Agent (as defined in Section 11.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
Techne Corporation Research and Diagnostics Systems, Inc.Agreement of Investment and Merger • November 10th, 2014 • BIO-TECHNE Corp • Biological products, (no disgnostic substances)
Reference is made to the Agreement of Investment and Merger (the “Agreement”), dated as of April 1, 2014, by and among Techne Corporation, a Minnesota corporation, Research and Diagnostic Systems, Inc., a Minnesota corporation (“Parent”). Cayenne Merger Sub, Inc., a Delaware corporation, CyVek, Inc., a Delaware corporation (the “Company”), and Citron Capital Limited (solely in its capacity as the Stockholders’ Agent). Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Agreement.
