AGREEMENT AND PLAN OF MERGER BY AND AMONG TECHNE CORPORATION, MCLAREN MERGER SUB, INC., PROTEINSIMPLE, AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDERS’ REPRESENTATIVE JUNE 16, 2014Agreement and Plan of Merger • June 17th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2014, by and among TECHNE CORPORATION, a Minnesota corporation (“Parent”), MCLAREN MERGER SUB, INC., a Delaware corporation and wholly-owned Subsidiary of Parent (“Merger Sub”), PROTEINSIMPLE, a Delaware corporation (the “Company”), and Fortis Advisors LLC, a Delaware limited liability company, solely in its capacity as the Securityholders’ Representative. Certain other capitalized terms used in this Agreement are defined in Exhibit A. Parent, Merger Sub, the Company and the Securityholders’ Representative are occasionally referred to herein as the “parties.”
