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Agreement and Plan of Merger

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Title:

Agreement and Plan of Merger

Entities:

Charles River Laboratories Inc.; Embrex, Inc.; Pfizer, Inc.; Nasdaq Stock Market Inc.; Cadwalader, Wickersham & Taft

Date:

2006

Size:

Preview shows 62KB of 168KB total

Price:

$67

ID:

#2624718

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EMBREX, INC.,

PFIZER INC.

and

EAGLE MERGER SUB INC.

AGREEMENT AND PLAN OF MERGER

Dated as of November 14, 2006

TABLE OF CONTENTS


		Page
ARTICLE 1
GENERAL

Section 1.1	Defined Term Index	1

ARTICLE 2
THE MERGER

Section 2.1	The Merger	3
Section 2.2	Closing	4
Section 2.3	Effective Time	4
Section 2.4	Effect of the Merger	4
Section 2.5	Subsequent Actions	4
Section 2.6	Articles of Incorporation; Bylaws; Directors and Officers	4
Section 2.7	Conversion of Securities	5
Section 2.8	Surrender of Shares; Stock Transfer Books	5
Section 2.9	Stock Plans; Stock Purchase Plans	7

ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Section 3.1	Corporate Organization	8
Section 3.2	Ownership of Merger Sub	9
Section 3.3	Authority Relative to this Agreement	9
Section 3.4	No Conflict; Required Filings and Consents	9
Section 3.5	Brokers	10

ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Section 4.1	Organization and Qualification; Subsidiaries	10
Section 4.2	Capitalization	11
Section 4.3	Investments	12
Section 4.4	Subsidiaries	12
Section 4.5	Authority Relative to this Agreement	13
Section 4.6	No Conflict; Required Filings and Consents	13
Section 4.7	SEC Filings; Financial Statements	14
Section 4.8	Absence of Certain Changes or Events	15
Section 4.9	Litigation	16
Section 4.10	Employee Benefit Plans; ERISA	16
Section 4.11	Labor and Employment Matters	18

- i -


Section 4.12	Owned Real Property	19
Section 4.13	Leases	19
Section 4.14	Intellectual Property	19
Section 4.15	Insurance	21
Section 4.16	Environmental	21
Section 4.17	Company Contracts	22
Section 4.18	Regulatory Compliance	23
Section 4.19	Compliance with Laws/Permits	24
Section 4.20	Taxes	24
Section 4.21	Rights Agreement	26
Section 4.22	State Takeover Statutes	26
Section 4.23	Brokers	26
Section 4.24	Opinion of Financial Advisor	26
Section 4.25	Foreign Corrupt Practices Act	26
Section 4.26	Affiliate Transactions	27
Section 4.27	Commercial Relationships	27
Section 4.28	Inventory	27

ARTICLE 5
CONDUCT OF BUSINESS PENDING THE MERGER

Section 5.1	Conduct of Business by the Company Pending the Effective Time	28
Section 5.2	No Solicitation	31

ARTICLE 6
ADDITIONAL AGREEMENTS

Section 6.1	Shareholders Meeting; Proxy Statement	33
Section 6.2	Access to Information; Confidentiality	35
Section 6.3	Public Announcements	35
Section 6.4	Approvals and Consents; Reasonable Best Efforts; Cooperation	35
Section 6.5	Agreement to Defend and Indemnify; Insurance	37
Section 6.6	Employee Benefit Matters	38
Section 6.7	Notification of Certain Matters	39
Section 6.8	Resignations	39
Section 6.9	Delisting	39

ARTICLE 7
CONDITIONS PRECEDENT

Section 7.1	Conditions to Each Partys Obligations to Effect the Merger	39
Section 7.2	Conditions for Obligations of the Company	40
Section 7.3	Conditions for Obligations of Parent and Merger Sub	40

- ii -


ARTICLE 8
TERMINATION, AMENDMENT AND WAIVER

Section 8.1	Termination	41
Section 8.2	Effect of Termination	43

ARTICLE 9
GENERAL PROVISIONS

Section 9.1	Non-Survival of Representations, Warranties and Agreements	44
Section 9.2	Notices	44
Section 9.3	Expenses	45
Section 9.4	Certain Definitions	45
Section 9.5	Headings	46
Section 9.6	Severability	46
Section 9.7	Entire Agreement; No Third-Party Beneficiaries	46
Section 9.8	Assignment	46
Section 9.9	Specific Performance	46
Section 9.10	Governing Law	46
Section 9.11	Waiver of Jury Trial	47
Section 9.12	Amendment	47
Section 9.13	Waiver	47
Section 9.14	Schedule and Exhibits	47
Section 9.15	Counterparts	47

- iii -

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of November 14, 2006 (this Agreement), by and among Embrex, Inc., a North Carolina corporation (the Company), Pfizer Inc., a Delaware corporation (Parent), and Eagle Merger Sub Inc., a North Carolina corporation and wholly owned subsidiary of Parent (Merger Sub).

W I T N E S S E T H:

WHEREAS, the board of directors of the Company (the Company Board of Directors) has determined that it is in the best interests of the Companys shareholders for Merger Sub to merge with and into the Company (the Merger) in accordance with the North Carolina Business Corporation Act, as amended (the North Carolina Act), and upon the terms of and subject to the conditions set forth herein; and

WHEREAS, the Company Board of Directors has adopted this Agreement and has determined that the consideration to be paid for each share of Company Common Stock (as defined in Section 4.2(a)) upon consummation of the Merger is fair to the holders of such shares and has recommended that the holders of Company Common Stock approve this Agreement and the transactions contemplated hereby; and

WHEREAS, the board of directors of Merger Sub has adopted this Agreement and Parent has authorized and approved this Agreement;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Company, Parent and Merger Sub hereby agree as follows:

ARTICLE 1

GENERAL

SECTION 1.1 Defined Term Index.


Term		Reference
2006 Capital Budget		Section 5.1
Acquisition Proposal		Section 5.2
Action		Section 4.9
Affiliate		Section 9.4
Agreement		Preamble
Applicable Law		Section 9.4
Articles of Merger		Section 2.3
Business Day		Section 9.4
Closing		Section 2.2
Closing Date		Section 2.2
Code		Section 4.10
Company		Preamble


Term		Reference
Company Acquisition Agreement		Section 5.2
Company Benefit Plans		Section 4.10
Company Board of Directors		Recitals
Company Charter Documents		Section 4.1
Company Common Stock		Section 4.2
Company Contract		Section 4.17
Company Financial Statements		Section 4.7
Company Permits		Section 4.19
Company Preferred Stock		Section 4.2
Company Representatives		Section 5.2
Company Shareholders Meeting		Section 6.1
Company Stock		Section 4.2
Company Stock Options		Section 2.9
Company Superior Proposal		Section 5.2
Confidentiality Agreement		Section 5.2
control		Section 9.4
Debt Documents		Section 4.17
Effective Time		Section 2.3
Employees		Section 6.6
Employee Stock Purchase Plans		Section 2.9
Entity Classification Election		Section 4.20
Environmental Law		Section 4.16
Equipment Leases		Section 4.17
ERISA		Section 4.10
ERISA Affiliate		Section 9.4
Exchange Act		Section 3.4
Exchange Agent		Section 2.8
FCPA		Section 4.25
Filing Date		Section 6.4
GAAP		Section 4.1
Governmental Entity		Section 3.4
Hazardous Substances		Section 4.16
HSR Act		Section 3.4
Indemnified Parties		Section 6.5
Intellectual Property Rights		Section 4.14
IRS		Section 4.10
Knowledge		Section 9.4
Lease		Section 4.13
Leased Real Property		Section 4.13
Liens		Section 4.4
Material Adverse Effect		Section 4.1
Merger		Recitals
Merger Sub		Preamble
North Carolina Act		Recitals

- 2 -


Term		Reference
Order		Section 7.1
Outside Date		Section 8.1
Owned Real Property		Section 4.12
Parent		Preamble
Parent and Merger Sub Information		Section 6.1
Per Share Amount		Section 2.7

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