AGREEMENT AND PLAN OF MERGER by and among LAGUNA HOLDCO LTD. LAGUNA MERGER SUB LTD. and LUMENIS LTD. Dated as of June 18, 2015Agreement and Plan of Merger • July 9th, 2015 • Lumenis LTD • Wholesale-medical, dental & hospital equipment & supplies
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 18, 2015 by and among Laguna Holdco Ltd., a company organized under the laws of the State of Israel (“Parent”), Laguna Merger Sub Ltd., a company organized under the laws of the State of Israel and a wholly-owned subsidiary of Parent (“Merger Sub”), and Lumenis Ltd., a company organized under the laws of the State of Israel (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.
The Board of Directors Lumenis Ltd. Yokneam Industrial Park Hakidma 6 Yokneam 2069204 IsraelLumenis LTD • July 9th, 2015 • Wholesale-medical, dental & hospital equipment & supplies
We understand that Lumenis, an Israeli company, is considering entering into an Agreement and Plan of Merger, dated as of June 17, 2015, by and among Laguna Holdco Ltd., a company formed under the laws of the State of Israel (“Parent”), Laguna Merger Sub Ltd., a company formed under the laws of the State of Israel and a wholly owned subsidiary of Parent (“Merger Sub”), and the Company (the "Agreement"). The parties intend to enter into a transaction whereby Merger Sub will merge with and into the Company (the “Merger”) on the terms and subject to the conditions set forth in the Agreement and in accordance with the provisions of Sections 314-327 of the Companies Law, 5759-1999, of the State of Israel, following which Merger Sub will cease to exist, and the Company will become a wholly owned subsidiary of Parent. Each Ordinary B share, par value NIS 0.85 per share ("Company Share") issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time"), shall
