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FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this
"Amendment"), dated as of October 16, 2000, by and among Inverness Medical
Technology, Inc., a Delaware corporation ("PARENT"), Terrier Acquisition Corp.,
a Delaware corporation and a wholly owned subsidiary of Parent ("MERGERCO"), and
Integ Incorporated, a Minnesota corporation (the "COMPANY"). Capitalized terms
used herein without definition shall have the meanings ascribed to such terms in
the Merger Agreement.
WHEREAS, Parent, MergerCo and the Company have previously entered into
that certain Agreement and Plan of Merger, dated as of October 3, 2000 (the
"Merger Agreement"); and
WHEREAS, the parties desire to amend certain provisions of the Merger
Agreement as fully set forth herein.
NOW THEREFORE, in consideration of the representations, warranties and
covenants contained in this Amendment and the Merger Agreement, the parties
agree as follows:
1. AMENDMENT OF SECTION 3.1(c). Section 3.1(c) of the Merger Agreement
is hereby amended and restated by deleting it in its entirety and substituting
the following:
"(c) The "CONVERSION RATIO" shall be the result obtained by
dividing the Equivalent Parent Common Stock Amount by the number of shares of
outstanding Company Common Stock immediately prior to the Effective Time plus
the number of shares of Company Common Stock issuable upon the exercise of
outstanding Company Options and Company Warrants (as defined herein). The
"EQUIVALENT PARENT COMMON STOCK AMOUNT" shall be equal to: (i) (A) the product
of the Average Closing Price multiplied by 1,900,000, PLUS (B) the aggregate
exercise price of all Company Options and Company Warrants outstanding
immediately prior to the Effective Time; divided by (ii) the Average Closing
Price of one share of Parent Common Stock. For purposes hereof; the "AVERAGE
CLOSING PRICE" will mean the average of the closing sale prices of a share of
Parent Common Stock on the American Stock Exchange ("AMEX") for the five (5)
trading days immediately preceding the Effective Time."
2. Terms and Conditions. Except as specifically modified herein, all
other terms and conditions of the Merger Agreement shall remain in full force
and effect.
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IN WITNESS WHEREOF, Parent, MergerCo and the Company have caused this
Amendment to be signed by their respective officers thereunto duly authorized,
all as of the date first written above.
INVERNESS MEDICAL
TECHNOLOGY, INC.
By: /s/ Ron Zwanziger
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Name: Ron Zwanziger
Title: Chief Executive Officer
TERRIER ACQUISITION CORP.
By: /s/ Ron Zwanziger
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Name: Ron Zwanziger
Title: President
INTEG INCORPORATED
By: /s/ Susan L. Critzer
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Name: Susan L. Critzer
Title: Chief Executive Officer
