AGREEMENT AND PLAN OF MERGER BY AND AMONG NAVTEQ CORPORATION, NAVTEQ HOLDINGS B.V., NAVTEQ HOLDINGS DELAWARE II, INC. THE MAP NETWORK INC. AND GANNETT SATELLITE INFORMATION NETWORK, INC. (AS REPRESENTATIVE OF THE PARTICIPATING STOCKHOLDERS)Agreement and Plan of Merger • December 6th, 2006 • Navteq Corp • Services-prepackaged software • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 5, 2006, by and among NAVTEQ Corporation, a Delaware corporation (“Parent”), NAVTEQ Holdings B.V., a corporation organized under the laws of The Netherlands and a wholly-owned subsidiary of Parent (“BV Sub”), NAVTEQ Holdings Delaware II, Inc., a Delaware corporation and a wholly-owned subsidiary of BV Sub (“Merger Sub”), The Map Network Inc., a Delaware corporation (the “Company”), and for the purposes described herein, Gannett Satellite Information Network, Inc., as the representative of the Participating Stockholders (the “Representative”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
