Attached files
file | filename |
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8-K - 8K - MEDSERVE AMENDMENTS - STERICYCLE INC | bo8k121009.htm |
EX-2 - AMENDMENT - STERICYCLE INC | exhibit25.htm |
EX-2 - AMENDMENT - STERICYCLE INC | exhibit24.htm |
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this Amendment) is dated effective as of September 17, 2009, by and among Stericycle, Inc., a Delaware corporation (the Buyer), ATMW Acquisition Corp., a Delaware corporation (the Acquisition Sub), MedServe, Inc., a Delaware corporation (the Target), and solely in its capacity as representative for the Shareholders pursuant to this Agreement, Avista Capital Partners, L.P., a Delaware limited partnership (the Shareholders Rep). Each of the Buyer, the Acquisition Sub, the Target and the Shareholders Rep is referred to herein individually, as a Party and collectively, as the Parties.
WHEREAS, the Parties entered into an Agreement and Plan of Merger, dated effective as of May 9, 2009 (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger dated effective as of August 6, 2009, the "Merger Agreement"), whereby the Acquisition Sub will be merged with and into the Target in a transaction whereby the Target will become a wholly owned subsidiary of the Buyer;
WHEREAS, Parties desire to amend the Merger Agreement in certain respects as more specifically set forth below; and
WHEREAS, capitalized terms not defined herein shall have the meanings given to them in the Merger Agreement.
NOW, THEREFORE, in consideration of the agreements herein contained, the Parties hereto hereby agree as follows:
1.
Termination. The Parties hereby agree to amend Section 8.1(b) of the Merger Agreement to read in its entirety as follows:
(b)
by either the Buyer or the Target, if the Closing shall not have occurred by November 30, 2009 (the Outside Date), upon written notice by such terminating Party; provided that at the time such notice is given, a material breach of this Agreement by such terminating Party shall not be the principal reason for the failure of the Closing to occur;
2.
Ratification. Except as expressly amended by this Amendment, the Merger Agreement and the schedules and exhibits thereto shall remain in full force and effect. None of the rights, interests and obligations existing and to exist under the Merger Agreement are hereby released, diminished or impaired, and the Parties hereby reaffirm all covenants, representations and warranties in the Merger Agreement.
3.
Execution in Counterparts. For the convenience of the Parties, this Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4.
Governing Law. This Amendment shall be governed by and construed in accordance with the terms of the Merger Agreement.
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 2 to Agreement and Plan of Merger effective as of the date written above.
BUYER:
STERICYCLE, INC.
a Delaware corporation
By:
/s/ MARK C. MILLER
Name:
Mark C. Miller
Title:
President and CEO
ACQUISITION SUB:
ATMW Acquisition Corp.
a Delaware corporation
By:
/s/ MARK C. MILLER
Name:
Mark C. Miller
Title:
President
THE COMPANY:
MedServe, Inc.
a Delaware corporation
By:
/s/ ROGER A. RAMSEY
Name:
Roger A. Ramsey
Title:
Chairman and Chief Executive Officer
The Shareholders Rep:
Avista Capital Partners, L.P.
By:
/s/ BENJAMIN A. SILBERT
Name:
Benjamin A. Silbert
Title:
General Counsel