AGREEMENT AND PLAN OF MERGER among: TOBIRA THERAPEUTICS, INC., a Delaware corporation; ALLERGAN HOLDCO US, INC., a Delaware corporation; and SAPPHIRE ACQUISITION CORP., a Delaware corporation Dated as of September 19, 2016Agreement and Plan of Merger • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of September 19, 2016, by and among: Allergan Holdco US, Inc., a Delaware corporation (“Parent”); Sapphire Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Purchaser”); and Tobira Therapeutics, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Exhibit A.
TENDER AND SUPPORT AGREEMENTTender and Support Agreement • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations • Delaware
This TENDER AND SUPPORT AGREEMENT (this “Agreement”), dated as of September 19, 2016, is entered into by and among Allergan Holdco US, Inc., a Delaware corporation (“Parent”), Sapphire Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Purchaser”), and each of the individuals or entities set forth on Schedule A hereto (each, a “Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT OF JOINT FILINGAgreement of Joint Filing • September 29th, 2016 • Allergan PLC • Pharmaceutical preparations
This joint filing agreement (this “Agreement”) is made and entered into as of this 29th day of September, 2016, by and among Allergan plc, Allergan Holdco US, Inc. and Sapphire Acquisition Corp.
