AGREEMENT AND PLAN OF MERGER AMONG COVIDIEN GROUP S.A.R.L. COVIDIEN DELAWARE CORP. AND VNUS MEDICAL TECHNOLOGIES, INC. Dated as of May 7, 2009Agreement and Plan of Merger • May 18th, 2009 • Covidien Group S.a.r.l. • Electromedical & electrotherapeutic apparatus • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 7, 2009 is among Covidien Group S.a.r.l. (“Parent”), a Luxembourg company, Covidien Delaware Corp. (“Sub”), a newly-formed Delaware corporation and a direct or indirect wholly-owned subsidiary of Parent, and VNUS Medical Technologies, Inc. (the “Company”), a Delaware corporation.
GUARANTYCovidien Group S.a.r.l. • May 18th, 2009 • Electromedical & electrotherapeutic apparatus • Delaware
Covidien Group S.a.r.l., a Luxembourg corporation (“Parent”), Covidien Delaware Corp., a Delaware corporation (“Sub”) and VNUS Medical Technologies, Inc., a Delaware corporation (the “Company”), have entered into, simultaneously with the execution and delivery hereof, an Agreement and Plan of Merger (the “Merger Agreement”). Parent is a direct subsidiary of Covidien International Finance S.A., a Luxembourg corporation (“CIFSA”), and CIFSA expects to derive substantial indirect benefits from the consummation of the transactions contemplated by the Merger Agreement. Capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
PERSONAL AND CONFIDENTIAL February 3, 2009 Tyco Healthcare Group LP, d/b/a CovidienCovidien Group S.a.r.l. • May 18th, 2009 • Electromedical & electrotherapeutic apparatus • Delaware
TENDER AND VOTING AGREEMENTTender and Voting Agreement • May 18th, 2009 • Covidien Group S.a.r.l. • Electromedical & electrotherapeutic apparatus • Delaware
THIS TENDER AND VOTING AGREEMENT (this “Agreement”) dated May 7, 2009, is entered into between Covidien Group S.a.r.l., a Luxembourg company (“Parent”), Covidien Delaware Corp., a Delaware corporation and direct or indirect wholly owned subsidiary of Parent (“Sub”), and , (“Stockholder”), with respect to (a) the shares of common stock, par value $0.001 per share (the “Shares”), of VNUS Medical Technologies, Inc., a Delaware corporation (the “Company”), (b) all securities exchangeable, exercisable or convertible into Shares, and (c) any securities issued or exchanged with respect to such Shares upon any recapitalization, reclassification, merger, consolidation, spin-off, partial or complete liquidation, stock dividend, split-up or combination of the securities of the Company or upon any other change in the Company’s capital structure, in each case whether now owned or hereafter acquired by the Stockholder (collectively, the “Securities”).
