Attached files
| file | filename |
|---|---|
| 8-K - OTIX GLOBAL, INC. | v199073_8k.htm |
| EX-99.1 - OTIX GLOBAL, INC. | v199073_ex99-1.htm |
Exhibit
2.1
SECOND
AMENDMENT
TO
AGREEMENT
AND PLAN OF MERGER
DATED
AS OF SEPTEMBER 13, 2010
BY
AND AMONG
WILLIAM
DEMANT HOLDING A/S
OI
MERGER SUB, INC.
AND
OTIX
GLOBAL, INC.
SECOND AMENDMENT
TO
AGREEMENT AND PLAN OF
MERGER
This SECOND AMENDMENT (this
“Amendment”) to the Agreement and Plan of Merger dated as of September 13, 2010,
as amended by that certain First Amendment to Agreement and Plan of Merger,
dated October 6, 2010 (collectively, the “Merger Agreement”, and specifically
with respect to the First Amendment to Agreement and Plan of Merger, the “First Amendment”) by
and among William Demant Holding A/S (“Parent”), OI Merger Sub, Inc. (“Merger
Sub”), and Otix Global, Inc. (the “Company”) is dated as of October 14,
2010.
RECITALS
WHEREAS, the parties entered into the
Merger Agreement;
WHEREAS, the Company received a
competing bid to purchase the Company following execution of the Merger
Agreement;
WHEREAS, the parties entered into the
First Amendment following the Company’s receipt of such competing
bid;
WHEREAS, the Company received,
subsequent to the execution of the First Amendment, another competing bid to
purchase the Company;
WHEREAS,
the parties desire to enter into this Amendment to the Merger Agreement to
increase the Merger Consideration, increase the termination fee payable by
Parent upon Parent’s termination of the Merger Agreement and eliminate certain
conditions to the closing of the transaction contemplated by the Merger
Agreement.
NOW, THEREFORE, in consideration of the
mutual representations, warranties, covenants and agreements contained in the
Merger Agreement and this Amendment, and such other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, on
the terms and subject to the conditions set forth in this Amendment, and
intending to be legally bound hereby, Parent, Merger Sub and the Company hereby
agree as follows:
AGREEMENT
The Merger Agreement is hereby amended
as follows:
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1.
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In
Section 2.07(a), the figure “$10.00” is replaced with
“$11.01”.
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2.
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Section
6.03(c) is amended to read in its entirety as
follows:
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Governmental
Approvals. All necessary consents to the Transactions required
from the governing regulatory authorities have been obtained, excluding any
consent of the Bundeskartellamt, Germany.
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3.
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In
figure 8.11(c), the phrase “five million dollars ($5,000,000)” is replaced
with “eight million dollars
($8,000,000)”.
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4.
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All
other terms and conditions of the Merger Agreement not expressly amended
as set forth above remain
unchanged.
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[Signature Page
Follows]
IN WITNESS WHEREOF, the parties have
caused this Amendment to be executed by their duly authorized officers as of the
day and year first above written.
| WILLIAM DEMANT HOLDING A/S | |||
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By:
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/s/ William Demant Holding A/S | |
| Name: | |||
| Title: | |||
| OI MERGER SUB, INC. | |||
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By:
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/s/ OI Merger Sub, Inc. | |
| Name: | |||
| Title: | |||
| OTIX GLOBAL, INC. | |||
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By:
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/s/ Otix Global, Inc | |
| Name: | |||
| Title: | |||