AGREEMENT OF INVESTMENT AND MERGER among: TECHNE CORPORATION, a Minnesota corporation; RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation; CAYENNE MERGER SUB, INC., a Delaware corporation; CYVEK, INC., a Delaware corporation; and CITRON...Agreement of Investment and Merger • August 29th, 2014 • Techne Corp /Mn/ • Biological products, (no disgnostic substances) • Delaware
THIS AGREEMENT OF INVESTMENT AND MERGER (this “Agreement”) is made and entered into as of April 1, 2014, by and among: TECHNE CORPORATION, a Minnesota corporation (“Ultimate Parent”); RESEARCH AND DIAGNOSTIC SYSTEMS, INC., a Minnesota corporation (“Parent”); CAYENNE MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”); CYVEK, INC., a Delaware corporation (the “Company”); and CITRON CAPITAL LIMITED, solely in its capacity as the Stockholders’ Agent (as defined in Section 11.1). Certain other capitalized terms used in this Agreement are defined in Exhibit A.
