AGREEMENT AND PLAN OF MERGER among BLUE ACQUISITION GROUP, INC., THE J. M. SMUCKER COMPANY, SPF HOLDINGS I, INC., SPF HOLDINGS II, LLC and, for the limited purposes set forth herein, BLUE HOLDINGS I, L.P. Dated as of February 3, 2015Agreement and Plan of Merger • February 4th, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made as of February 3, 2015, by and among Blue Acquisition Group, Inc., a Delaware corporation (“Company”), The J. M. Smucker Company, an Ohio corporation (“Parent”), SPF Holdings I, Inc., a Delaware corporation (“Merger Sub One”), SPF Holdings II, LLC, a Delaware limited liability company (“Merger Sub Two” and together with Merger Sub One, the “Merger Subs”), and for the limited purposes set forth herein, Blue Holdings I, L.P. as the Stockholder Representative (the “Stockholder Representative”). Certain capitalized terms used herein are defined in Article I.
SHAREHOLDERS AGREEMENT Dated as of February 3, 2015Shareholders Agreement • February 4th, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Delaware
SHAREHOLDERS AGREEMENT, dated as of February 3, 2015 (this “Agreement”), among The J. M. Smucker Company, an Ohio corporation (the “Company”), Blue Holdings I, L.P. (the “Shareholder”), Kohlberg Kravis Roberts & Co. L.P. (“KKR”), Vestar Capital Partners (“Vestar”), Centerview Capital Management LLC (“Centerview”), AlpInvest Partners US Holdings, LLC (“AlpInvest”), and each of the shareholders whose name appears on the signature pages hereto and any person who becomes a party pursuant to Section 2.1(b)(ii) hereof.
AMENDMENT NO. 1 TO THE RIGHTS AGREEMENTRights Agreement • February 4th, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
AMENDMENT, dated as of February 3, 2015 (this “Amendment”), between The J. M. Smucker Company, an Ohio corporation (the “Company”), and Computershare Trust Company, N.A. as rights agent (the “Rights Agent”), to the Rights Agreement, dated as of May 20, 2009 (the “Agreement”), between the Company and the Rights Agent.
