EXHIBIT (d)(2)
AMENDMENT TO TENDER OFFER AND MERGER AGREEMENT
by and among
VIRBAC S.A.
INTERLAB S.A.S.
LABOGROUP HOLDING, INC.
and
VIRBAC CORPORATION
October 13, 2006
AMENDMENT to the Tender Offer and Merger Agreement entered into as of
August 10, 2006 (this "Amendment"), by and among Virbac S.A., a corporation
(societe anonyme) organized under the laws of France ("Parent"), Interlab S.A.S,
a corporation organized under the laws of France ("Interlab"), Labogroup
Holding, Inc. ("Purchaser"), a Delaware corporation and an indirect subsidiary
of Parent and a direct subsidiary of Interlab, and Virbac Corporation, a
Delaware corporation (the "Company"). All capitalized terms used herein and not
otherwise defined herein shall have the respective meanings provided such terms
in the Tender Offer and Merger Agreement referred to below.
PRELIMINARY STATEMENT
WHEREAS, Parent, Interlab, Purchaser and the Company (the "Parties")
entered into a Tender Offer and Merger Agreement, dated as of August 10, 2006
(as in effect on the date hereof, the "Merger Agreement"); and
WHEREAS, the Parties wish to amend the Merger Agreement as herein
provided;
NOW, THEREFORE, the Parties agree as follows:
I. AMENDMENT TO MERGER AGREEMENT.
The definition of "Offer Price," as set forth in the third paragraph of
the Preamble of the Merger Agreement is hereby amended so that the term "Offer
Price" shall mean $5.75 per Share, net to the seller in cash, without interest,
subject to the conditions set forth in the Merger Agreement. All references in
the Merger Agreement to the "Offer Price" shall mean the Offer Price as hereby
amended.
II. MISCELLANEOUS.
(a) This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Merger
Agreement or any other related document or agreement.
(b) This Amendment may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when two or more counterparts have been signed by each of the parties and
delivered to the other parties (the "Amendment Effective Date"), it being
understood that all parties need not sign the same counterpart.
(c) This Amendment shall be governed and construed in accordance with
the laws of the State of Delaware without giving effect to the principles of
conflicts of law thereof or of any other jurisdiction. All parties hereto hereby
irrevocably waive a trial by jury in any proceedings arising out of this
Agreement or matters related hereto.
(d) Subject to Section 8.9 of the Merger Agreement, this Amendment will
be binding upon, and inure to the benefit of, and be enforceable by, the Parties
and their respective successors and assigns.
(e) From and after the Amendment Effective Date, all references in the
Merger Agreement and in any other related document or agreement to the Merger
Agreement shall be deemed to be references to the Merger Agreement as modified
hereby.
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IN WITNESS WHEREOF, Parent, Interlab, Purchaser and the Company have
caused this Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.
VIRBAC S.A.
By: /s/ Xxxx Xxxxx
---------------
Name: Xxxx Xxxxx
Title: Chairman of the Management Board
INTERLAB S.A.S.
By: /s/ Xxxx Xxxxx
---------------
Name: Xxxx Xxxxx
Title: Chief Executive Officer
LABOGROUP HOLDING, INC.
By: /s/ Xxxx Xxxxx
---------------
Name: Xxxx Xxxxx
Title: President
VIRBAC CORPORATION
By: /s/ Xxxx Xxxxxxxx
------------------
Name: Xxxx Xxxxxxxx
Title: President
