Tripath Imaging, Inc. 780 Plantation Drive Burlington, NC 27215 Becton, Dickinson and Company 1 Becton Drive Franklin Lakes, NJ 07417 September 8, 2006Tripath Imaging Inc • September 8th, 2006 • Laboratory analytical instruments
As you are aware, TriPath Imaging, Inc. (the “Company”), a Delaware corporation, is contemplating the sale to Becton, Dickinson and Company (the “Sale”) of the approximately 93.5% of the outstanding shares of the Company that Becton, Dickinson and Company (“BD”) does not already own. As a result of the Sale, the Company will become a wholly-owned subsidiary of BD.
AGREEMENT AND PLAN OF MERGER by and among BECTON, DICKINSON AND COMPANY, TIMPANI ACQUISITION CORP. and TRIPATH IMAGING, INC. Dated as of September 8, 2006Agreement and Plan of Merger • September 8th, 2006 • Tripath Imaging Inc • Laboratory analytical instruments • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of September 8, 2006 (as it may be amended, restated, supplemented, or otherwise modified from time to time, this “Agreement”), is by and among Becton, Dickinson and Company, a New Jersey corporation (“Parent”), Timpani Acquisition Corp., a Delaware corporation (“Acquisition Sub”), and TriPath Imaging, Inc., a Delaware corporation (the “Company”).
