AGREEMENT AND PLAN OF MERGER by and among SIEMENS CORPORATION, BELFAST MERGER CO. and DADE BEHRING HOLDINGS, INC. Dated as of July 25, 2007Agreement and Plan of Merger • July 26th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of July 25, 2007 (this “Agreement”), is by and among Siemens Corporation, a Delaware corporation (“Parent”), Belfast Merger Co., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”), and Dade Behring Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.03.
Amendment No. 1 to Rights AgreementRights Agreement • July 26th, 2007 • Dade Behring Holdings Inc • Instruments for meas & testing of electricity & elec signals • New York
This Amendment No. 1 to the Rights Agreement, dated as of July 25, 2007 (this “Amendment”), is made by and between Dade Behring Holdings, Inc., a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”), as rights agent pursuant to the Rights Agreement, dated as of October 3, 2002 (the “Rights Agreement”), by and between the Company and the Rights Agent. Capitalized terms not defined herein shall have the respective meaning ascribed to them in the Rights Agreement.
