AGREEMENT AND PLAN OF MERGER BY AND AMONG SOFTWARE AG, WIZARD ACQUISITION, INC. AND WEBMETHODS, INC. DATED AS OF APRIL 4, 2007Agreement and Plan of Merger • April 6th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), is entered into as of this 4th day of April 2007, by and among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Wizard Acquisition, Inc., a Delaware corporation and wholly-owned indirect subsidiary of Parent (“Merger Sub”), and webMethods, Inc., a Delaware corporation (the “Company”).
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • April 6th, 2007 • Webmethods Inc • Services-computer programming services • Delaware
TENDER AND SUPPORT AGREEMENT (this “Agreement”) dated as of April 4, 2007 by and among Software AG, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany (“Parent”), Wizard Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”) and the individuals listed on Annex I hereto (each, a “Stockholder”), each an owner of shares of common stock, par value $0.01 per share (the “Company Common Stock”) of webMethods, Inc., a Delaware corporation (the “Company”).
