Exhibit 2.1 Agreement and Plan of Merger by and among Steris Plc, Solar New Us Holding Co, Llc, Crystal Merger Sub 1, Llc and Cantel Medical Corp.

Date20 December 2021
SectionMerger Agreements
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among STERIS plc, Solar
New US Holding Co, LLC, Crystal Merger Sub 1, LLC and Cantel Medical Corp.
dated as of January 12, 2021
TABLE OF CONTENTS Page ARTICLE I THE MERGERS 6 Section 1.1 The Mergers
6 Section 1.2 Closing 6 Section 1.3 Effective Times 7 Section 1.4 Governing
Documents 8 Section 1.5 Officers, Directors and Managers of the Surviving
Entities 8 Section 1.6 Tax Consequences 8 ARTICLE II TREATMENT OF SECURITIES
9 Section 2.1 Treatment of Capital Stock 9 Section 2.2 Payment for
Securities; Surrender of Certificates 11 Section 2.3 Dissenters’ Rights 13
Section 2.4 Treatment of Company RSU Awards 14 Section 2.5 Withholding 16
Section 2.6 Fractional Shares 16 ARTICLE III REPRESENTATIONS AND WARRANTIES
OF THE COMPANY 16 Section 3.1 Qualification, Organization, Subsidiaries,
etc. 17 Section 3.2 Capitalization 17 Section 3.3 Corporate Authority Relative
to this Agreement; No Violation 18 Section 3.4 Reports and Financial Statements
21 Section 3.5 Internal Controls and Procedures 22 Section 3.6 No Undisclosed
Liabilities 22 Section 3.7 Compliance with Laws; Permits 22 Section 3.8
Environmental Laws and Regulations 23 Section 3.9 Employee Benefit Plans 24
Section 3.10 Absence of Certain Changes or Events 25 Section 3.11 Investigation;
Litigation 25 Section 3.12 Information Supplied 26 Section 3.13 Regulatory
Matters. 26 Section 3.14 Tax Matters 28 Section 3.15 Labor Matters 29 Section
3.16 Intellectual Property 29 Section 3.17 Real Property 31 Section 3.18 Opinion
of Financial Advisor 31 Section 3.19 Required Vote 31 Section 3.20 Material
Contracts 32 Section 3.21 Insurance 34 Section 3.22 Finders and Brokers 34
Section 3.23 FCPA, Anti-Corruption and International Trade Laws 34
________________
Section 3.24 Takeover Statutes 35 Section 3.25 Transactions with Affiliates 35
Section 3.26 Material Customers and Suppliers 36 Section 3.27 No Canyon Newco
Entities Activity 36 Section 3.28 No Other Representations 36 ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT, US HOLDCO AND CRYSTAL MERGER SUB 37
Section 4.1 Qualification 37 Section 4.2 Share Capital 38 Section 4.3 Corporate
Authority Relative to this Agreement; No Violation 39 Section 4.4 Reports and
Financial Statements 40 Section 4.5 Internal Controls and Procedures 41 Section
4.6 No Undisclosed Liabilities 41 Section 4.7 Compliance with Law; Permits 42
Section 4.8 Employee Benefit Plans 42 Section 4.9 Absence of Certain Changes or
Events 43 Section 4.10 Investigation; Litigation 43 Section 4.11 Information
Supplied 44 Section 4.12 Regulatory Matters 44 Section 4.13 Tax Matters 45
Section 4.14 Intellectual Property 46 Section 4.15 Opinion of Financial Advisor
47 Section 4.16 Material Contracts 47 Section 4.17 Finders and Brokers 47
Section 4.18 Financing 47 Section 4.19 FCPA and Anti-Corruption 48 Section 4.20
Stock Ownership 49 Section 4.21 No Crystal Merger Sub Activity 49 Section 4.22
No Other Representations 49 ARTICLE V COVENANTS RELATING TO CONDUCT OF
BUSINESS PENDING THE FIRST MERGER 50 Section 5.1 Conduct of Business by the
Company Pending the Closing 50 Section 5.2 Conduct of Business by Parent Pending
the Closing 55 Section 5.3 Solicitation by the Company 57 Section 5.4
Preparation of the Form S-4 and the Proxy Statement/Prospectus; Company Special
Meeting 60 Section 5.5 Creation of Canyon Newco Entities 62 ARTICLE VI
ADDITIONAL AGREEMENTS 62 Section 6.1 Access; Confidentiality; Notice of
Certain Events 62 Section 6.2 Reasonable Best Efforts 64 Section 6.3 Publicity
65
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Section 6.4 Directors’ and Officers’ Insurance and Indemnification 66 Section
6.5 Takeover Statutes 67 Section 6.6 Obligations of US Holdco and Crystal Merger
Sub 67 Section 6.7 Employee Benefits Matters 67 Section 6.8 Rule 16b-3 69
Section 6.9 Security Holder Litigation 69 Section 6.10 Delisting 69 Section 6.11
Director Resignations 69 Section 6.12 Certain Tax Matters 70 Section 6.13 Stock
Exchange Listing 71 Section 6.14 The Company’s Financing Cooperation 71 Section
6.15 Parent’s Financing Cooperation 73 Section 6.16 Resolution of Certain Pre-
Closing Matters 75 ARTICLE VII CONDITIONS TO CONSUMMATION OF THE MERGERS 75
Section 7.1 Conditions to Each Party’s Obligations to Effect the Mergers 75
Section 7.2 Conditions to Obligations of Parent, US Holdco and Crystal Merger
Sub 76 Section 7.3 Conditions to Obligations of the Company 77 ARTICLE VIII
TERMINATION 78 Section 8.1 Termination 78 Section 8.2 Effect of Termination
79 ARTICLE IX MISCELLANEOUS 81 Section 9.1 Amendment and Modification;
Waiver 81 Section 9.2 Non-Survival of Representations and Warranties 82 Section
9.3 Expenses 82 Section 9.4 Notices 82
________________
Section 9.5 Certain Definitions 83 Section 9.6 Terms Defined Elsewhere 97
Section 9.7 Interpretation 99 Section 9.8 Counterparts 100 Section 9.9 Entire
Agreement; Third-Party Beneficiaries 100 Section 9.10 Severability 101 Section
9.11 Governing Law; Jurisdiction 101 Section 9.12 Waiver of Jury Trial 102
Section 9.13 Assignment 102 Section 9.14 Enforcement; Remedies 103 Section 9.15
Liability of Financing Sources 103 Exhibits Exhibit A Voting Agreement
Exhibit B Parent Tax Certificate Exhibit C Company Tax Certificate
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AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (hereinafter
referred to as this “Agreement”), dated January 12, 2021, is by and among STERIS
plc, a company incorporated under the laws of Ireland (“Parent”), Solar New US
Holding Co, LLC, a Delaware limited liability company and a wholly owned
subsidiary of Parent (“US Holdco”), Crystal Merger Sub 1, LLC, a Delaware
limited liability company and a direct wholly owned subsidiary of US Holdco
(“Crystal Merger Sub”), and Cantel Medical Corp., a Delaware corporation (the
“Company”). All capitalized terms used in this Agreement shall have the meanings
ascribed to such terms in Section 9.5 or as otherwise defined elsewhere in this
Agreement unless the context clearly provides otherwise. Parent, US Holdco,
Crystal Merger Sub and the Company are each sometimes referred to herein as a
“Party” and collectively as the “Parties”. RECITALS WHEREAS, the Parties
wish to effect a business combination through (a) the merger of Canyon Merger
Sub with and into the Company, with the Company being the surviving entity (the
“Pre-Closing Merger”), (b) immediately following the Pre-Closing Merger, the
conversion of the Company from a Delaware corporation to a Delaware limited
liability corporation (the “Pre-Closing Conversion”), (c) immediately following
the Pre-Closing Merger and the Pre- Closing Conversion, the merger of Crystal
Merger Sub with and into Canyon Newco, with Canyon Newco being the surviving
entity (the “First Merger”) and (d) immediately following the First Merger, the
merger of Canyon Newco, as the surviving entity of the First Merger, with and
into US Holdco, with US Holdco being the surviving entity (the “Second Merger”
and, together with the First Merger, the “Parent Mergers,” and, the Pre-Closing
Merger and the Parent Mergers collectively the “Mergers”); WHEREAS, in
connection with the Pre-Closing Merger, each outstanding share of common stock,
$0.10 par value per share, of the Company (the “Company Common Stock” or
“Company Shares”) issued and outstanding immediately prior to the Pre-Closing
Merger Effective Time (other than Dissenting Shares) will be automatically
converted into one (1) share of common stock of Canyon Newco (the “Canyon Newco
Common Stock” or “Canyon Newco Shares”); WHEREAS, in connection with the First
Merger, each outstanding share of Canyon Newco Common Stock issued and
outstanding immediately prior to the First Effective Time (other than Dissenting
Shares) will be automatically converted into the right to receive the Merger
Consideration upon the terms and conditions set forth in this Agreement and in
accordance with the General Corporation Law of the State of Delaware (the
“DGCL”) and the Limited Liability Company Act of the State of Delaware (the
“DLLCA”); WHEREAS, the board of directors of the Company (the “Company Board
of Directors”) has, on the terms and subject to the conditions set forth herein,
determined that this Agreement and the transactions contemplated hereby (the
“Transactions”), including the Pre-Closing Merger and the issuance of shares of
Canyon Newco Common Stock in connection therewith and the First Merger and the
issuance of shares of Parent Stock in connection therewith, are advisable and
fair to, and in the best interests of, the Company and its stockholders;
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