MERGER AGREEMENT among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., PANTHRO ACQUISITION CO., PANTHRO MERGER SUB, INC. and PENTAIR, INC. dated as of March 27, 2012Merger Agreement • March 30th, 2012 • Pentair Inc • Special industry machinery (no metalworking machinery) • New York
THIS MERGER AGREEMENT, dated as of March 27, 2012 (this “Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot”). Capitalized terms used herein shall have the meanings given to them in Section 9.01 or in the Sections of this Agreement referenced in Section 9.01.
AMENDMENT NO. 1 TO RIGHTS AGREEMENTRights Agreement • March 30th, 2012 • Pentair Inc • Special industry machinery (no metalworking machinery)
AMENDMENT NO. 1, dated as of March 27, 2012 (this “Amendment”), to the Rights Agreement (the “Rights Agreement”), dated as of December 10, 2004, between PENTAIR, INC., a Minnesota corporation (the “Company”), and WELLS FARGO BANK, N.A., as the Rights Agent (the “Rights Agent”). Capitalized terms used in this Amendment but not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.
