Block Drug Co Inc – BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT (October 10th, 2000)
Exhibit 2.2 BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT BLOCK DRUG COMPANY, INC. VOTING AND TENDER AGREEMENT (this "Agreement"), dated as of October 7, 2000, among SmithKline Beecham plc, a public limited company organized under the laws of England and Wales ("Parent"), SB Acquisition Corp., a New Jersey corporation ("Purchaser") and each of the shareholders of Block Drug Company, Inc., a New Jersey corporation (the "Company"), listed on Schedule I hereto (each a "Shareholder" and, collectively, the "Shareholders"). W I T N E S S E T H: WHEREAS, concurrently herewith, Parent, Purchaser and the Company are entering into an Agreement and Plan of Merger (as such agreement may hereafter be amended from time to time, the "Merger Agreement"), pursuant to which the Company will be merged with and into Purchaser (the "Merger"); and WHEREAS,
Block Drug Co Inc – PRESS RELEASE (October 10th, 2000)
EXHIBIT 99 PRESS RELEASE SMITHKLINE BEECHAM TO PURCHASE BLOCK DRUG FOR $1.24 BILLION ACQUISITION TO EXPAND SB'S PRESENCE IN ORAL HEALTHCARE AND OVER-THE-COUNTER MEDICINES (OTCs) LONDON 9 OCTOBER 2000 - SmithKline Beecham (SB) and Block Drug Company, Inc announced today that agreements have been signed for SB to acquire Block Drug, the manufacturer of Sensodyne toothpaste and other oral healthcare and consumer products, for $1.24 billion. The transaction is being effected as a cash tender offer for all of the outstanding common stock of Block Drug, with an offer price of $53 per share. In connection with the agreement, SB has received commitments from holders of 100 per cent of the Class B (voting) Common shares and 52 per cent of the Class A (non-voting) Common shares to tender into t
Block Drug Co Inc – AGREEMENT AND PLAN OF MERGER (October 10th, 2000)
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER dated as of October 7, 2000 among SMITHKLINE BEECHAM PLC and BLOCK DRUG COMPANY, INC. TABLE OF CONTENTS Page ARTICLE 1 THE OFFER SECTION 1.01 The Offer..................................................................................2 SECTION 1.02 Company Action........................................................
Block Drug Co Inc – CERTIFICATE OF INCORPORATION OF (June 3rd, 1998)
EXHIBIT 4.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BLOCK DRUG COMPANY, INC. Pursuant to the provisions of Section 14A:9-5 of the New Jersey Business Corporation Act, the undersigned corporation adopts the following Amended and Restated Certificate of Incorporation: FIRST: The name of the corporation is: BLOCK DRUG COMPANY, INC. SECOND: The purposes for which this corporation is organized are to engage in any activity within the purposes for which corporations may be organized under the New Jersey Business. Corporation Act. THIRD: The total authorized capital stock of the corporation shall consist of Forty-Five Million (45,000,000) shares, divided into the following classes: (i) Fifteen Million (15,000,000) shares of Class A Common