Common Contracts

38 similar Agreement and Plan of Merger contracts by Mill Road Capital II, L.P., Skullcandy, Inc., Bankrate, Inc., others

AGREEMENT AND PLAN OF MERGER dated as of AUGUST 6, 2023 among VERITIV CORPORATION, VERDE PURCHASER, LLC and VERDE MERGER SUB, INC.
Agreement and Plan of Merger • August 7th, 2023 • Veritiv Corp • Wholesale-paper & paper products • Delaware

WHEREAS, the respective Boards of Directors (or equivalent thereof) of Parent and Merger Subsidiary have approved and declared advisable this Agreement and the Transactions, including the Merger;

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AGREEMENT AND PLAN OF MERGER dated as of September 2, 2022 by and among CVS PHARMACY, INC., NOAH MERGER SUB, INC. and SIGNIFY HEALTH, INC.
Agreement and Plan of Merger • September 6th, 2022 • CVS HEALTH Corp • Retail-drug stores and proprietary stores • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 2, 2022, by and among Signify Health, Inc., a Delaware corporation (the “Company”), CVS Pharmacy, Inc., a Rhode Island corporation (“Parent”), and Noah Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

AGREEMENT AND PLAN OF MERGER dated as of August 1, 2022 by and among EVO PAYMENTS, INC., GLOBAL PAYMENTS INC. and FALCON MERGER SUB INC.
Agreement and Plan of Merger • August 2nd, 2022 • Global Payments Inc • Services-business services, nec • Delaware
AGREEMENT AND PLAN OF MERGER among U.S. WELL SERVICES, INC., PROFRAC HOLDING CORP., and THUNDERCLAP MERGER SUB I, INC. Dated as of June 21, 2022
Agreement and Plan of Merger • June 24th, 2022 • ProFrac Holding Corp. • Oil & gas field services, nec • Delaware

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

AGREEMENT AND PLAN OF MERGER by and among CLP SY HOLDING, LLC, SY MERGER SUB CORPORATION and SYNACOR, INC. Dated as of February 10, 2021
Agreement and Plan of Merger • February 11th, 2021 • Synacor, Inc. • Services-computer programming, data processing, etc. • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of February 10, 2021 (this “Agreement”), is made by and among CLP SY Holding, LLC, a Delaware limited liability company (“Parent”), SY Merger Sub Corporation, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Synacor, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.4 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

EX-2.1 2 d319734dex21.htm EX-2.1 Execution Version AGREEMENT AND PLAN OF MERGER among ALTAGAS LTD., WRANGLER INC. and WGL HOLDINGS, INC. Dated as of January 25, 2017 Page THE MERGER EFFECT OF THE MERGER ON THE CAPITAL STOCK OF THE COMPANY AND MERGER...
Agreement and Plan of Merger • May 5th, 2020 • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2017 (this “Agreement”), among AltaGas Ltd., a Canadian corporation (“Parent”), Wrangler Inc., a Virginia corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”) and WGL Holdings, Inc., a Virginia corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among BIDFAIR USA LLC BIDFAIR MERGERIGHT INC. and SOTHEBY’S Dated as of June 16, 2019
Agreement and Plan of Merger • June 17th, 2019 • Sothebys • Services-business services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 16, 2019 by and among BidFair USA LLC, a Delaware limited liability company (“Parent”), BidFair MergeRight Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), and Sotheby’s, a Delaware corporation (the “Company”, together with Merger Sub sometimes being hereinafter collectively referred to, together, as “Constituent Corporations”).

AGREEMENT AND PLAN OF MERGER among MKS INSTRUMENTS, INC., EAS EQUIPMENT, INC. and ELECTRO SCIENTIFIC INDUSTRIES, INC. Dated as of October 29, 2018
Agreement and Plan of Merger • October 30th, 2018 • MKS Instruments Inc • Industrial instruments for measurement, display, and control • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 29, 2018, between MKS Instruments, Inc., a Massachusetts corporation (“Parent”), EAS Equipment, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Electro Scientific Industries, Inc., an Oregon corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among SYNTEL, INC., ATOS S.E. and GREEN MERGER SUB INC. Dated as of July 20, 2018
Agreement and Plan of Merger • July 23rd, 2018 • Syntel Inc • Services-computer programming services • New York

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 20, 2018, is entered into by and among Syntel, Inc., a Michigan corporation (the “Company”), Atos S.E., a société européenne (European company) organized under the laws of France (“Parent”), and Green Merger Sub Inc., a Michigan corporation and a Wholly Owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).

AGREEMENT AND PLAN OF MERGER dated as of June 24, 2018 among XERIUM TECHNOLOGIES, INC., ANDRITZ AG and XYZ MERGER SUB, INC.
Agreement and Plan of Merger • June 25th, 2018 • Xerium Technologies Inc • Broadwoven fabric mills, man made fiber & silk • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of June 24, 2018, among Xerium Technologies, Inc., a Delaware corporation (the “Company”), Andritz AG, a joint stock corporation organized under the laws of Austria with its seat at Graz, Austria (“Parent”), and XYZ Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Subsidiary”).

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • January 31st, 2018 • Cascadian Therapeutics, Inc. • Services-commercial physical & biological research • Delaware

This Agreement and Plan of Merger (this “Agreement”), dated as of January 30, 2018, is among Seattle Genetics, Inc., a Delaware corporation (“Parent”), Valley Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Cascadian Therapeutics, Inc., a Delaware corporation (the “Company”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in Annex A and Exhibit A attached hereto, as applicable.

AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • December 18th, 2017 • Campbell Soup Co • Food and kindred products • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of December 18, 2017 (this "Agreement"), is among Campbell Soup Company, a New Jersey corporation ("Parent"), Twist Merger Sub, Inc., a North Carolina corporation and an indirect wholly owned Subsidiary of Parent ("Merger Sub," and together with Parent, the "Buyer Parties"), and Snyder's-Lance, Inc., a North Carolina corporation (the "Company"). Certain terms used in this Agreement are used as defined in Section 7.12.

AGREEMENT AND PLAN OF MERGER by and among RED VENTURES HOLDCO, LP, BATON MERGER CORP. and BANKRATE, INC. Dated as of July 2, 2017
Agreement and Plan of Merger • July 7th, 2017 • Bankrate, Inc. • Services-computer processing & data preparation • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of July 2, 2017 (this “Agreement”), by and among Red Ventures Holdco, LP, a North Carolina limited partnership (“Parent”), Baton Merger Corp., a Delaware corporation and an indirect wholly owned Subsidiary of Parent (“Merger Sub”), and Bankrate, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER By and Among FRESENIUS KABI AG, QUERCUS ACQUISITION, INC., AKORN, INC. and FRESENIUS SE & CO. KGAA (solely for purposes of Article VIII) Dated as of April 24, 2017
Agreement and Plan of Merger • May 4th, 2017 • Fresenius SE & Co. KGaA • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of April 24, 2017 (this “Agreement”), is by and among Fresenius Kabi AG, a German stock corporation (“Parent”), Quercus Acquisition, Inc., a Louisiana corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), Akorn, Inc., a Louisiana corporation (the “Company”) and, solely for purposes of Article VIII, Fresenius SE & Co. KGaA, a German partnership limited by shares (“FK Parent”). Certain capitalized terms used in this Agreement are defined in Section 8.12.

AGREEMENT AND PLAN OF MERGER by and among VIRTU FINANCIAL, INC., ORCHESTRA MERGER SUB, INC. and KCG HOLDINGS, INC. Dated as of April 20, 2017
Agreement and Plan of Merger • April 21st, 2017 • Virtu Financial, Inc. • Security brokers, dealers & flotation companies • New York

This AGREEMENT AND PLAN OF MERGER, dated as of April 20, 2017 (this “Agreement”), is by and among Virtu Financial, Inc., a Delaware corporation (“Parent”), Orchestra Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub” and, together with Parent, the “Acquirer Parties”), and KCG Holdings, Inc., a Delaware corporation (the “Company” and together with Parent and Merger Sub, the “Parties” and each, a “Party”).

AGREEMENT AND PLAN OF MERGER among ALTAGAS LTD., WRANGLER INC. and WGL HOLDINGS, INC. Dated as of January 25, 2017
Agreement and Plan of Merger • January 27th, 2017 • Washington Gas Light Co • Natural gas distribution • New York

AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2017 (this “Agreement”), among AltaGas Ltd., a Canadian corporation (“Parent”), Wrangler Inc., a Virginia corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”) and WGL Holdings, Inc., a Virginia corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016
Agreement and Plan of Merger • August 24th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August 23, 2016
Agreement and Plan of Merger • August 24th, 2016 • Skullcandy, Inc. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 23, 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August , 2016
Agreement and Plan of Merger • August 17th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August , 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of August , 2016
Agreement and Plan of Merger • August 15th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August , 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MRSK HOLD CO., MRSL MERGER CO. and SKULLCANDY, INC. Dated as of [DATE], 2016
Agreement and Plan of Merger • July 25th, 2016 • Mill Road Capital II, L.P. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of [DATE], 2016 by and among MRSK Hold Co., a Delaware corporation (“Parent”), MRSL Merger Co., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among INCIPIO, LLC, POWDER MERGER SUB, INC. and SKULLCANDY, INC. Dated as of JUNE 23, 2016
Agreement and Plan of Merger • June 24th, 2016 • Skullcandy, Inc. • Household audio & video equipment • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of June 23, 2016 by and among Incipio, LLC, a Delaware limited liability company (“Parent”), Powder Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Acquisition Sub”), and Skullcandy, Inc., a Delaware corporation (the “Company”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG BEIJING E-TOWN DRAGON SEMICONDUCTOR INDUSTRY INVESTMENT CENTER (LIMITED PARTNERSHIP), DRAGON ACQUISITION SUB, INC. AND MATTSON TECHNOLOGY, INC. DATED AS OF DECEMBER 1, 2015
Agreement and Plan of Merger • December 2nd, 2015 • Mattson Technology Inc • Special industry machinery, nec • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 1, 2015 by and among Beijing E-town Dragon Semiconductor Industry Investment Center (Limited Partnership), a PRC limited partnership (“Parent”), Dragon Acquisition Sub, Inc., a Delaware corporation and a wholly-owned (direct or indirect) subsidiary of Parent (“Acquisition Sub”), and Mattson Technology, a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER among INGREDION INCORPORATED PROSPECT SUB, INC. and PENFORD CORPORATION Dated as of October 14, 2014
Agreement and Plan of Merger • October 15th, 2014 • Penford Corp • Grain mill products • Washington

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of October 14, 2014, is by and among Ingredion Incorporated, a Delaware corporation (“Parent”), Prospect Sub, Inc. a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”) and Penford Corporation, a Washington corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER by and among MICROCHIP TECHNOLOGY INCORPORATED, ORCHID ACQUISITION CORPORATION and SUPERTEX, INC. Dated as of February 9, 2014
Agreement and Plan of Merger • February 10th, 2014 • Supertex Inc • Semiconductors & related devices • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of February 9, 2014 by and among MICROCHIP TECHNOLOGY INCORPORATED, a Delaware corporation (“Parent”), ORCHID ACQUISITION CORPORATION, a California corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and SUPERTEX, INC., a California corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Article I.

AGREEMENT AND PLAN OF MERGER among CRYSTAL ACQUISITION COMPANY, INC., CRYSTAL MERGER SUB, INC. and TMS INTERNATIONAL CORP. Dated as of August 23, 2013
Agreement and Plan of Merger • August 26th, 2013 • TMS International Corp. • Steel works, blast furnaces & rolling & finishing mills • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of August 23, 2013 (this “Agreement”), is by and among CRYSTAL ACQUISITION COMPANY, INC., a Delaware corporation (“Parent”), CRYSTAL MERGER SUB, INC., a Delaware corporation and a wholly-owned subsidiary of Parent (“Sub”), and TMS INTERNATIONAL CORP., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER dated as of November 3, 2012 among HUMANA INC., MINER ACQUISITION SUBSIDIARY, INC. and METROPOLITAN HEALTH NETWORKS, INC.
Agreement and Plan of Merger • November 6th, 2012 • Metropolitan Health Networks Inc • Services-offices & clinics of doctors of medicine • Florida

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is dated as of November 3, 2012, by and among HUMANA INC., a Delaware corporation (“Parent”), MINER ACQUISITION SUBSIDIARY, INC., a Florida corporation and a wholly-owned Subsidiary of Parent (“Merger Subsidiary”), and METROPOLITAN HEALTH NETWORKS, INC., a Florida corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER Among MEDICIS PHARMACEUTICAL CORPORATION, VALEANT PHARMACEUTICALS INTERNATIONAL, VALEANT PHARMACEUTICALS INTERNATIONAL, INC. and MERLIN MERGER SUB, INC. Dated as of September 2, 2012
Agreement and Plan of Merger • September 4th, 2012 • Valeant Pharmaceuticals International, Inc. • Pharmaceutical preparations • Delaware

AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of September 2, 2012, among Medicis Pharmaceutical Corporation, a Delaware corporation (the “Company”), Valeant Pharmaceuticals International, a Delaware corporation (“Parent”), Merlin Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub,” the Company and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”), and Valeant Pharmaceuticals International, Inc., a Canadian corporation (“Parent Holdco”).

AGREEMENT AND PLAN OF MERGER by and among GEN-PROBE INCORPORATED HOLOGIC, INC. and GOLD ACQUISITION CORP. Dated as of April 29, 2012
Agreement and Plan of Merger • May 1st, 2012 • Hologic Inc • X-ray apparatus & tubes & related irradiation apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 29th day of April, 2012, by and among Gen-Probe Incorporated, a Delaware corporation (the “Company”), Hologic, Inc., a Delaware corporation (“Parent”), and Gold Acquisition Corp., a Delaware corporation, and wholly owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER by and among GEN-PROBE INCORPORATED HOLOGIC, INC. and GOLD ACQUISITION CORP. Dated as of April 29, 2012
Agreement and Plan of Merger • May 1st, 2012 • Gen Probe Inc • Surgical & medical instruments & apparatus • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of this 29th day of April, 2012, by and among Gen-Probe Incorporated, a Delaware corporation (the “Company”), Hologic, Inc., a Delaware corporation (“Parent”), and Gold Acquisition Corp., a Delaware corporation, and wholly owned subsidiary of Parent (“Merger Sub”).

AGREEMENT AND PLAN OF MERGER by and among BAUSCH & LOMB INCORPORATED, INGA ACQUISITION CORPORATION and ISTA PHARMACEUTICALS, INC. Dated as of March 26, 2012
Agreement and Plan of Merger • March 28th, 2012 • Ista Pharmaceuticals Inc • Pharmaceutical preparations • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of March 26, 2012, by and among Bausch & Lomb Incorporated, a New York corporation (the “Parent”), Inga Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of the Parent (“Merger Sub”), and ISTA Pharmaceuticals, Inc., a Delaware corporation (the “Company”).

AGREEMENT AND PLAN OF MERGER dated as of July 11, 2011 among CONMED HEALTHCARE MANAGEMENT, INC., AYELET INVESTMENTS LLC and AYELET MERGER SUBSIDIARY, INC.
Agreement and Plan of Merger • July 15th, 2011 • Conmed Healthcare Management, Inc. • Services-misc health & allied services, nec • Delaware

This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made as of July 11, 2011 by and among Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”), Ayelet Investments LLC, a Delaware limited liability company (“Parent”), and Ayelet Merger Subsidiary, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”).

AGREEMENT AND PLAN OF MERGER Dated as of March 28, 2011 among WP ROCKET HOLDINGS LLC WP ROCKET MERGER SUB, INC. and RURAL/METRO CORPORATION
Agreement and Plan of Merger • March 29th, 2011 • Rural/Metro Corp /De/ • Local & suburban transit & interurban hwy passenger trans • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of March 28, 2011 (this “Agreement”), is by and among WP Rocket Holdings LLC, a Delaware limited liability company (“Parent”), WP Rocket Merger Sub, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and Rural/Metro Corporation, a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are used as defined in Section 8.12.

AGREEMENT AND PLAN OF MERGER by and among CLEARWATER PAPER CORPORATION, SAND DOLLAR ACQUISITION CORPORATION and CELLU TISSUE HOLDINGS, INC. Dated as of September 15, 2010
Agreement and Plan of Merger • September 21st, 2010 • Clearwater Paper Corp • Paperboard mills • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2010 (the “Agreement”), by and among Clearwater Paper Corporation, a Delaware corporation (“Parent”), Sand Dollar Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.14.

AGREEMENT AND PLAN OF MERGER by and among CLEARWATER PAPER CORPORATION, SAND DOLLAR ACQUISITION CORPORATION and CELLU TISSUE HOLDINGS, INC. Dated as of September 15, 2010
Agreement and Plan of Merger • September 16th, 2010 • Cellu Tissue Holdings, Inc. • Paper mills • Delaware

AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2010 (the “Agreement”), by and among Clearwater Paper Corporation, a Delaware corporation (“Parent”), Sand Dollar Acquisition Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Cellu Tissue Holdings, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the respective meanings ascribed thereto in Section 9.14.

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