AGREEMENT AND PLAN OF MERGER BY AND AMONG POST HOLDINGS, INC., ACQUISITION SUB, INC., MOM BRANDS COMPANY AND THE SELLERS’ REPRESENTATIVE NAMED HEREINAgreement and Plan of Merger • January 26th, 2015 • Post Holdings, Inc. • Grain mill products • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into effective as of January 25, 2015 (the “Signing Date”), by and among POST HOLDINGS, INC., a Missouri corporation (“Buyer”), ACQUISITION SUB, INC., a Minnesota corporation (“Merger Sub”), MOM BRANDS COMPANY, a Minnesota corporation (the “Company”), and SHAREHOLDER REPRESENTATIVE SERVICES LLC, a Colorado limited liability company, solely in its capacity as Sellers’ Representative as defined in this Agreement as agent for and on behalf of Sellers. Article 10 contains definitions of various capitalized terms used in this Agreement.
