AGREEMENT AND PLAN OF MERGER among ASSURAMED, INC., CARDINAL HEALTH, INC., MESA MERGER CORP. and CLAYTON, DUBILIER & RICE, LLC, as Representative Dated as of February 13, 2013Agreement and Plan of Merger • February 14th, 2013 • Cardinal Health Inc • Wholesale-drugs, proprietaries & druggists' sundries • New York
THIS AGREEMENT AND PLAN OF MERGER is made as of February 13, 2013, by and among AssuraMed, Inc., a Delaware corporation (“Company”), Cardinal Health, Inc., an Ohio corporation (“Parent”), Mesa Merger Corp., a Delaware corporation (“Merger Sub”), and Clayton, Dubilier & Rice, LLC, a Delaware limited liability company, solely in its capacity as the representative for the Common Stockholders, Optionholders and RSU Holders as further provided herein (the “Representative”). Certain capitalized terms used herein are defined in Article I.
