CONFIDENTIAL TREATMENT REQUESTED BY COVIDIEN LTD. PURCHASE AGREEMENT AND PLAN OF MERGER by and among UNITED STATES SURGICAL CORPORATION TYCO HEALTHCARE RETAIL SERVICES AG TYCO HEALTHCARE RETAIL GROUP, INC. FIRST QUALITY ENTERPRISES, INC. and, for the...Purchase Agreement and Plan of Merger • February 11th, 2008 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
This Purchase Agreement and Plan of Merger, dated as of December 14, 2007 (this “Agreement”), is made and entered into by and among United States Surgical Corporation, a Delaware corporation (“USSC”), Tyco Healthcare Retail Services AG, a Swiss company (“THRS” and, together with USSC, “Sellers”), Tyco Healthcare Retail Group, Inc., a Delaware corporation (“THRG”), First Quality Enterprises, Inc., a Pennsylvania corporation (“Purchaser”), for purposes of Section 5.11 only, Tyco Healthcare Group LP, a Delaware limited partnership, d/b/a Covidien (“Covidien LP”), and, for purposes of Section 10.15 only, Covidien International Finance S.A., a Luxembourg corporation (“Sellers’ Parent”). Sellers, collectively, Covidien LP, Sellers’ Parent and Purchaser are herein referred to individually as a “Party” and collectively as the “Parties.”
