AGREEMENT AND PLAN OF MERGER by and among REVLON, INC., REVLON CONSUMER PRODUCTS CORPORATION, RR TRANSACTION CORP. and ELIZABETH ARDEN, INC. Dated as of June 16, 2016Agreement and Plan of Merger • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
THIS AGREEMENT AND PLAN OF MERGER, dated as of June 16, 2016 (this “Agreement”), is made by and among Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), RR Transaction Corp., a Florida corporation and a wholly owned direct subsidiary of Operating Parent (“Acquisition Sub”), and Elizabeth Arden, Inc., a Florida corporation (the “Company”).
PREFERRED STOCK REPURCHASE AND WARRANT CANCELLATION AGREEMENTPreferred Stock Repurchase and Warrant Cancellation Agreement • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
PREFERRED STOCK REPURCHASE AND WARRANT CANCELLATION AGREEMENT (this “Agreement”) dated as of June 16, 2016, by and among Elizabeth Arden, Inc., a Florida corporation (the “Company”), Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), RR Transaction Corp., a Florida corporation and a wholly-owned direct subsidiary of Operating Parent (“Acquisition Sub”), Nightingale Onshore Holdings L.P., a Delaware limited partnership (“Nightingale Onshore”), and Nightingale Offshore Holdings L.P., a Delaware limited partnership (“Nightingale Offshore” and, together with Nightingale Onshore, “Nightingale”).
SUPPORT AGREEMENTSupport Agreement • June 17th, 2016 • Revlon Inc /De/ • Perfumes, cosmetics & other toilet preparations • Florida
SUPPORT AGREEMENT (this “Agreement”) dated as of June 16, 2016, by and among Revlon, Inc., a Delaware corporation (“Ultimate Parent”), Revlon Consumer Products Corporation, a Delaware corporation and wholly-owned subsidiary of Ultimate Parent (“Operating Parent” and, collectively with Ultimate Parent, “Parent”), and RR Transaction Corp., a Florida corporation and a wholly-owned direct subsidiary of Operating Parent (“Acquisition Sub”), on the one hand, and E. Scott Beattie (the “Shareholder”), on the other hand.
