EX-2.1
from 8-K
58 pages
Transaction Agreement Dated as of January 26, 2017 by and Among Cilag Holding AG (Hereinafter the Bidder) Gubelstrasse 34, 6300 Zug, Switzerland and Janssen Holding Gmbh (Hereinafter the Offeror) Gubelstrasse 34, 6300 Zug, Switzerland and Actelion Ltd (Hereinafter the Company) Gewerbestrasse 16, 4123 Allschwil, Switzerland and Johnson & Johnson (Solely for Purposes of Article 12.1(a)) One Johnson & Johnson Plaza, New Brunswick, New Jersey 08933, United States
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EX-2.1
from 8-K
8 pages
Amendment No. 1 to Amended and Restated Agreement and Plan of Merger (This “Amendment”) Dated as of January 11, 2006, by and Among Johnson & Johnson, a New Jersey Corporation (“Parent”), Shelby Merger Sub, Inc., an Indiana Corporation and a Wholly Owned Subsidiary of Parent (“Sub”), and Guidant Corporation, an Indiana Corporation (The “Company”). Whereas Parent, Sub and the Company Are Parties to That Certain Amended and Restated Agreement and Plan of Merger Dated as of November 14, 2005 (The “Merger Agreement”); Whereas, Pursuant to Section 7.03 of the Merger Agreement, Parent, Sub and the Company Desire to Amend the Merger Agreement as Provided in This Amendment; and Whereas the Board of Directors of Each of the Company and Sub Have Adopted, and the Board of Directors of Parent Has Approved, This Amendment; Now, Therefore, in Consideration of the Foregoing and the Mutual Agreements Contained in This Amendment and for Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Is Hereby Acknowledged, the Parties Hereto Agree as Follows: Section 1.01. Amendments to the Merger Agreement. (A) the Second “Whereas” Clause of the Merger Agreement Is Hereby Amended and Restated in Its Entirety as Follows
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EX-2
from SC 13D
20 pages
Stockholder Agreement (This “Agreement”) Dated as of December 16, 2005, Among Johnson & Johnson, a New Jersey Corporation (“Parent”), and the Individuals and Other Parties Listed on Schedule a Attached Hereto (Each, a “Stockholder” And, Collectively, the “Stockholders”)
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EX-2
from SC 13D
12 pages
Stockholder Agreement (This “Agreement”) Dated as of March 3, 2005, Among Johnson & Johnson, a New Jersey Corporation (“Parent”), and the Individuals and Other Parties Listed on Schedule a Attached Hereto (Each, a “Stockholder” And, Collectively, the “Stockholders”)
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