VWR Vwr Corp. (MM)

Certain Prospective Financial Information

The Company’s senior management does not as a matter of course make public projections as to future performance or earnings beyond the then-current fiscal year and is especially wary of making projections for extended earnings periods due to the unpredictability of the underlying assumptions and estimates. However, financial forecasts for the years 2017 through 2022 prepared by management were made available to the Board, Avantor and Merger Sub in connection with their respective considerations of the merger and to BofA Merrill Lynch who were authorized to use and rely upon such projections. Such projections are referred to as the VWR management forecasts in the section “—Opinion of the Company’s Financial Advisor” beginning on page 37 of this proxy statement. The Company has included the summary financial projections (the “ Projections ”) below to give its stockholders access to certain nonpublic information provided to Avantor, Merger Sub and its financial advisors for purposes of considering and evaluating the merger. The inclusion of the Projections should not be regarded as an indication that Avantor, Merger Sub or the Board, BofA Merrill Lynch or any other recipient of this information considered, or now considers, it to be an assurance of the achievement of future results. Management prepared only one set of projections in connection with the consideration of the merger, and the Board instructed management to provide that same set of projections to both BofA Merrill Lynch and Avantor.

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The Company advised the recipients of the Projections that its internal financial forecasts upon which the Projections were based are subjective in many respects. The Projections reflect numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, including future expansion and acquisition efforts, many of which are difficult to predict, subject to significant economic and competitive uncertainties and beyond the Company’s control. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than projected. The Projections were prepared for internal use and to assist the Board, Avantor and Merger Sub in connection with their respective considerations of the merger and not with a view toward public disclosure or toward complying with GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections included herein have been prepared by or at the direction of, and are the responsibility of, the Company. KPMG LLP, the Company’s independent registered public accounting firm, has not examined or compiled any of the Projections, and accordingly, KPMG LLP does not express an opinion or any other form of assurance with respect thereto. The KPMG LLP report included in the Annual Report on Form 10-K for the year ended December 31, 2016, incorporated by reference in this proxy statement, relates to the Company’s historical financial information. It does not extend to the Projections and should not be read to do so.

The presentation of “Adjusted EBITDA” in the Projections is defined as the Company’s net income or loss adjusted for the following items: (i) interest expense, net of interest income, (ii) income tax provision or benefit, (iii) depreciation and amortization, (iv) net foreign currency remeasurement gains or losses relating to financing activities, (v) losses on extinguishment of debt, (vi) equity offering costs, (vii) charges associated with restructurings and other cost reduction initiatives, (viii) impairment charges, (ix) gains or losses upon business disposals, (x) share-based compensation expense and (xi) other costs or credits that are either isolated or cannot be expected to recur with any regularity or predictability.

The presentation of “Adjusted EPS” in the Projections is defined as the Company’s net income, adjusted for certain items, divided by the Company’s fully diluted weighted average shares outstanding as determined under GAAP. For the purposes of calculating adjusted net income, the Company’s net income or loss is first adjusted for the following items: (i) amortization of acquired intangible assets, (ii) net foreign currency remeasurement gains or losses relating to financing activities, (iii) impairment charges, (iv) losses on extinguishment of debt, (v) equity offering costs, (vi) income from changes to estimated fair value of contingent consideration and (vii) other costs or credits that are either isolated or cannot be expected to recur with any regularity or predictability. After those adjustments, the Company then adds or subtracts an assumed incremental income tax impact on the above noted pre-tax adjustments, using estimated tax rates and any other tax items that are either isolated or cannot be expected to recur with any regularity or predictability.

Projections of this type are based on estimates and assumptions that are inherently subject to factors such as industry performance, general business, economic, regulatory, market and financial conditions, as well as changes to the business, financial condition or results of operations of the Company, including the factors described under “ Cautionary Factors Regarding Forward-Looking Statements ,” which factors may cause the Projections or the underlying assumptions to be inaccurate. Since the Projections cover multiple years, such information by its nature becomes less reliable with each successive year. The Projections do not take into account any circumstances or events occurring after the date they were prepared.

Readers of this proxy statement are cautioned not to place undue reliance on the specific portions of the Projections set forth below. No one has made or makes any representation to any stockholder regarding the information included in the Projections.

For the foregoing reasons, as well as the basis and assumptions on which the Projections were compiled, the inclusion of specific portions of the Projections in this proxy statement should not be regarded as an indication that such Projections will be an accurate prediction of future events, and they should not be relied on as such. Except as required by applicable securities laws, the Company does not intend, and expressly disclaims any responsibility, to update, or otherwise revise the Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions are shown to be in error.

Certain of the measures included in the Projections may be considered non-GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled amounts used by

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other companies. The Company has not prepared a reconciliation of its non-GAAP financial measures in the projections because no such reconciliation is available without unreasonable effort due to the variability and complexity of the reconciling items that the Company excludes from such non-GAAP financial measures.

Opinion of the Company’s Financial Advisor

VWR has retained BofA Merrill Lynch to act as VWR’s financial advisor in connection with the merger. BofA Merrill Lynch is an internationally recognized investment banking firm which is regularly engaged in the valuation of businesses and securities in connection with mergers and acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. VWR selected BofA Merrill Lynch to act as VWR’s financial advisor in connection with the merger on the basis of BofA Merrill Lynch’s experience in transactions similar to the merger, its reputation in the investment community and its familiarity with VWR and its business.

On May 4, 2017, at a meeting of the Board held to evaluate the merger, BofA Merrill Lynch delivered to the Board an oral opinion, which was confirmed by delivery of a written opinion dated May 4, 2017, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its opinion, the merger consideration to be received by holders of shares of VWR common stock was fair, from a financial point of view, to such holders.

The full text of BofA Merrill Lynch’s written opinion to the Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex C to this document and is incorporated by reference herein in its entirety. The following summary of BofA Merrill Lynch’s opinion is qualified in its entirety by reference to the full text of the opinion. BofA Merrill Lynch delivered its opinion to the Board for the benefit and use of the Board (in its capacity as such) in connection with and for purposes of its evaluation of the merger consideration from a financial point of view. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to VWR or in which VWR might engage or as to the underlying business decision of VWR to proceed with or effect the merger. BofA Merrill Lynch’s opinion does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how to vote or act in connection with the proposed merger or any related matter.

In connection with rendering its opinion, BofA Merrill Lynch, among other things:

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In arriving at its opinion, BofA Merrill Lynch assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with it and relied upon the assurances of the management of VWR that it was not aware of any facts or circumstances that would make such information or data inaccurate or misleading in any material respect. With respect to the VWR management forecasts, BofA Merrill Lynch was advised by VWR, and assumed, that they were reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of VWR as to the future financial performance of VWR. BofA Merrill Lynch did not make and was not provided with any independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of VWR, nor did it make any physical inspection of the properties or assets of VWR. BofA Merrill Lynch did not evaluate the solvency or fair value of VWR, Avantor or any other entity under any state, federal or other laws relating to bankruptcy, insolvency or similar matters. BofA Merrill Lynch assumed, at the direction of VWR, that the merger would be consummated in accordance with its terms, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory and other approvals, consents, releases and waivers for the merger, no delay, limitation, restriction or condition, including any divestiture requirements or amendments or modifications, would be imposed that would have an adverse effect on VWR or the contemplated benefits of the merger. BofA Merrill Lynch also assumed, at the direction of VWR, that the final executed Transaction Agreements would not differ in any material respect from the Draft Transaction Agreements reviewed by it.

BofA Merrill Lynch expressed no view or opinion as to any terms or other aspects or implications of the merger (other than the merger consideration to the extent expressly specified in its opinion), including, without limitation, the form or structure of the merger, any related transactions or any other agreement, arrangement or understanding entered into in connection with or related to the merger or otherwise. BofA Merrill Lynch’s opinion was limited to the fairness, from a financial point of view, of the merger consideration to be received by the holders of shares of VWR common stock and no opinion or view was expressed with respect to any consideration received in connection with the merger by the holders of any class of securities, creditors or other constituencies of any party. In addition, no opinion or view was expressed with respect to the fairness (financial or otherwise) of the amount, nature or any other aspect of any compensation to any of the officers, directors or employees of any party to the merger, or class of such persons, relative to the merger consideration or otherwise. Furthermore, no opinion or view was expressed as to the relative merits of the merger in comparison to other strategies or transactions that might be available to VWR or in which VWR might engage or as to the underlying business decision of VWR to proceed with or effect the merger. BofA Merrill Lynch also did not express any view or opinion with respect to, and BofA Merrill Lynch relied, at the direction of VWR, upon the assessments of representatives of VWR regarding, legal, regulatory, accounting, tax and similar matters relating to VWR or the merger, as to which matters BofA Merrill Lynch understood that VWR obtained such advice as it deemed necessary from qualified professionals. In addition, BofA Merrill Lynch expressed no opinion or recommendation as to how any stockholder should vote or act in connection with the merger or any related matter.

BofA Merrill Lynch’s opinion was necessarily based on financial, economic, monetary, market and other conditions and circumstances as in effect on, and the information made available to BofA Merrill Lynch as of, the date of its opinion. It should be understood that subsequent developments may affect its opinion, and BofA Merrill Lynch does not have any obligation to update, revise or reaffirm its opinion. The issuance of BofA Merrill Lynch’s opinion was approved by a fairness opinion review committee of BofA Merrill Lynch. Except as described in this summary, VWR imposed no other limitations on the investigations made or procedures followed by BofA Merrill Lynch in rendering its opinion.

The discussion set forth below in the section entitled “ VWR Financial Analyses ” represents a brief summary of the material financial analyses presented by BofA Merrill Lynch to the Board in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses

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performed by BofA Merrill Lynch, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by BofA Merrill Lynch. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by BofA Merrill Lynch.

VWR Financial Analyses

Selected Publicly Traded Companies Analysis. BofA Merrill Lynch reviewed publicly available financial and stock market information for VWR and the following seven publicly traded companies in the specialty pharmaceutical distribution and life science tools industries:

BofA Merrill Lynch reviewed, among other things, enterprise values of the selected publicly traded companies, calculated as equity values based on closing stock prices on May 4, 2017, plus debt and minority interests and less cash, as a multiple of calendar year 2017 estimated earnings before interest, taxes, depreciation and amortization, commonly referred to as EBITDA, adjusted to exclude stock-based compensation expense. The observed multiples ranged from 11.8x to 16.6x. BofA Merrill Lynch also reviewed per share equity values, based on closing stock prices on May 4, 2017, of the selected publicly traded companies as a multiple of calendar year 2017 estimated earnings per share, commonly referred to as EPS, adjusted to reflect stock-based compensation expense and to exclude amortization. The observed multiples ranged from 18.5x to 25.7x. The low to high adjusted EBITDA multiples and adjusted EPS multiples for VWR in the two-year period ended on May 2, 2017 were 10.2x to 12.3x and 13.2x to 18.5x, respectively. BofA Merrill Lynch then applied calendar year 2017 adjusted EBITDA multiples of 10.2x to 12.3x derived from the selected publicly traded companies (including VWR) to VWR’s calendar year 2017 estimated adjusted EBITDA and applied calendar year 2017 adjusted EPS multiples of 13.5x to 18.5x derived from the selected publicly traded companies to VWR’s calendar year 2017 estimated adjusted EPS. Estimated financial data of the selected publicly traded companies were based on publicly available research analysts’ estimates, and estimated financial data of VWR were based on the VWR management forecasts. This analysis indicated the following approximate implied per share equity value reference ranges for VWR, as compared to the merger consideration:

No company used in this analysis is identical or directly comparable to VWR. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading or other values of the companies to which VWR was compared.

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Selected Precedent Transactions Analysis . BofA Merrill Lynch reviewed, to the extent publicly available, financial information relating to the following 15 selected transactions involving companies in the distribution/specialty distribution industry and life science tools industry:

BofA Merrill Lynch reviewed transaction value, calculated as the enterprise value implied for the target company based on the consideration payable in the selected transaction, as a multiple of the target company’s last twelve months EBITDA. The observed multiples ranged from 7.4x to 19.8x. BofA Merrill Lynch then applied last twelve months EBITDA multiples of 11.0x to 14.5x, derived from the selected transactions and based on BofA Merrill Lynch’s professional judgment and experience, to VWR’s last twelve months actual EBITDA, adjusted to exclude stock-based compensation expense. Financial data of the selected transactions were based on publicly available information. This analysis indicated the following approximate implied per share equity value reference ranges for VWR, as compared to the merger consideration:

No company, business or transaction used in this analysis is identical or directly comparable to VWR or the merger. Accordingly, an evaluation of the results of this analysis is not entirely mathematical. Rather, this analysis involves complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the acquisition or other values of the companies, business segments or transactions to which VWR and the merger were compared.

Discounted Cash Flow Analysis. BofA Merrill Lynch performed a discounted cash flow analysis of VWR to calculate the estimated present value of the standalone unlevered, after-tax free cash flows that VWR was forecasted to generate from the second fiscal quarter of 2017 through fiscal year 2022 based on the VWR management forecasts. BofA Merrill Lynch calculated terminal values for VWR by applying terminal multiples of 10.5x to 12.5x, which range was selected based on BofA Merrill Lynch’s professional judgment and experience, to VWR’s estimated fiscal year 2022 adjusted EBITDA. The cash flows and terminal values were then discounted to present value as of March 31, 2017 using discount rates ranging from 7.75% to 9.25%, which were based on an estimate of VWR’s weighted average cost of capital. This analysis indicated the following approximate implied per share equity value reference ranges for VWR as compared to the merger consideration:

Other Factors

BofA Merrill Lynch also noted certain additional factors that were not considered part of BofA Merrill Lynch’s material financial analyses with respect to its opinion but were referenced for informational purposes, including, among other things, the following:

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Miscellaneous

As noted above, the discussion set forth above in the section entitled “ VWR Financial Analyses ” is a summary of the material financial analyses presented by BofA Merrill Lynch to the Board in connection with its opinion and is not a comprehensive description of all analyses undertaken or factors considered by BofA Merrill Lynch in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. BofA Merrill Lynch believes that its analyses summarized above must be considered as a whole. BofA Merrill Lynch further believes that selecting portions of its analyses and the factors considered or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying BofA Merrill Lynch’s analyses and opinion. The fact that any specific analysis has been referred to in the summary above is not meant to indicate that such analysis was given greater weight than any other analysis referred to in the summary.

In performing its analyses, BofA Merrill Lynch considered industry performance, general business and economic conditions and other matters, many of which are beyond the control of VWR. The estimates of the future performance of VWR in or underlying BofA Merrill Lynch’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by BofA Merrill Lynch’s analyses. These analyses were prepared solely as part of BofA Merrill Lynch’s analysis of the fairness, from a financial point of view, to the holders of shares of VWR common stock of the merger consideration to be received by such holders and were provided to the Board in connection with the delivery of BofA Merrill Lynch’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the ranges of valuations resulting from, any particular analysis described above are inherently subject to substantial uncertainty and should not be taken to be BofA Merrill Lynch’s view of the actual values of VWR.

The type and amount of consideration payable in the merger was determined through negotiations between the parties, rather than by any financial advisor, and was approved by the Board. The decision to enter into the merger agreement was solely that of the Board. As described above, BofA Merrill Lynch’s opinion and analyses were only one of many factors considered by the Board in its evaluation of the proposed merger and should not be viewed as determinative of the views of the Board or management with respect to the merger or the merger consideration.

VWR has agreed to pay BofA Merrill Lynch for its services in connection with the merger an aggregate fee currently estimated to be approximately $30 million, $2 million of which was payable upon delivery of its opinion and the remaining portion of which is contingent upon consummation of the merger. VWR also has agreed to reimburse BofA Merrill Lynch for its reasonable expenses incurred in connection with BofA Merrill Lynch’s engagement and to indemnify BofA Merrill Lynch, any controlling person of BofA Merrill Lynch and each of their respective directors, officers, employees, agents and affiliates against specified liabilities, including liabilities under the federal securities laws.

BofA Merrill Lynch and its affiliates comprise a full service securities firm and commercial bank engaged in securities, commodities and derivatives trading, foreign exchange and other brokerage activities, and principal investing as well as providing investment, corporate and private banking, asset and investment management, financing and financial advisory services and other commercial services and products to a wide range of companies, governments and individuals. In the ordinary course of their businesses, BofA Merrill Lynch and its affiliates may invest on a principal basis or on behalf of customers or manage funds that invest, make or hold long or short positions, finance positions or trade or otherwise effect transactions in equity, debt or other securities or financial instruments (including derivatives, bank loans or other obligations) of VWR, and certain of its affiliates (including MDP and certain of its affiliates and portfolio companies) and Avantor and certain of its affiliates (including New Mountain and certain of its affiliates and portfolio companies).

BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide, investment banking, commercial banking and other financial services to VWR and certain of its affiliates, including MDP and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to certain affiliates of VWR, including certain affiliates and portfolio companies of MDP, in connection with certain M&A transactions, (ii) having acted or acting as a book-running manager and/or underwriter for certain debt and equity offerings of VWR and certain of its affiliates, including certain affiliates and portfolio

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companies of MDP, (iii) having acted or acting as a bookrunner and/or manager for certain block trades by MDP of shares of VWR common stock, (iv) having acted as a dealer manager for a debt tender offer of an affiliate and portfolio company of MDP, (v) having acted or acting as an administrative agent, collateral agent, bookrunner and arranger for, and/or as a lender under, certain term loans, letters of credit, credit facilities and other credit arrangements of VWR and/or certain of its affiliates, including MDP and/or certain of its affiliates and portfolio companies (including acquisition financing), (vi) having provided or providing certain trading services to VWR and/or certain of its affiliates, including MDP and/or certain of its affiliates and portfolio companies, (vii) having provided or providing certain managed investments services and products to VWR and/or certain of its affiliates, including MDP and/or certain of its affiliates and portfolio companies and (viii) having provided or providing certain treasury management products and services to VWR and/or certain of its affiliates, including MDP and/or certain of its affiliates and portfolio companies. From May 1, 2015 through April 30, 2017, BofA Merrill Lynch and its affiliates derived aggregate revenues from VWR and its affiliates, including MDP and its affiliates and portfolio companies, of approximately $44 million for investment and corporate banking services.

In addition, BofA Merrill Lynch and its affiliates in the past have provided, currently are providing, and in the future may provide , investment banking, commercial banking and other financial services to Avantor and certain of its affiliates, including New Mountain and certain of its affiliates and portfolio companies, and have received or in the future may receive compensation for the rendering of these services, including (i) having acted or acting as financial advisor to certain affiliates of Avantor, including New Mountain and/or certain of its affiliates and portfolio companies, in connection with certain M&A transactions, (ii) having acted or acting as a book-running manager and/or underwriter for certain debt and equity offerings of certain affiliates of Avantor, including certain affiliates and portfolio companies of New Mountain, (iii) having acted or acting as an administrative agent, collateral agent, bookrunner and/or arranger for, and/or as a lender under, certain term loans, letters of credit, credit and leasing facilities and other credit arrangements of Avantor and/or certain of its affiliates, including New Mountain and/or certain of its affiliates and portfolio companies (including acquisition financing), (iv) having provided or providing certain derivatives, foreign exchange and other trading services to Avantor and/or certain of its affiliates, including New Mountain and/or certain of its affiliates and portfolio companies, (v) having provided or providing certain managed investments services and products to Avantor and/or certain of its affiliates, including New Mountain and/or certain of its affiliates and portfolio companies, and (vi) having provided or providing certain treasury management products and services to Avantor and/or certain of its affiliates, including New Mountain and/or certain of its affiliates and portfolio companies. From May 1, 2015 through April 30, 2017, BofA Merrill Lynch and its affiliates derived aggregate revenues from Avantor and its affiliates, including New Mountain and its affiliates and portfolio companies, of approximately $17  million for investment and corporate banking services.

Interests of the Company’s Directors and Executive Officers in the Merger

In considering the recommendation of the Board with respect to the merger agreement and the merger, you should be aware that the Company’s executive officers and directors have economic interests in the merger that are different from, or in addition to, those of VWR stockholders generally. These interests may create potential conflicts of interest. The Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger and in reaching its decision to determine that the Transactions are fair to, and in the best interests of, the Company and its stockholders, approve and declare advisable the execution, delivery and performance of the merger agreement and consummation of the merger upon the terms and subject to the conditions contained in the merger agreement and recommend that the stockholders of the Company vote for a proposal to adopt the merger agreement, for an advisory and non-binding proposal to approve specified compensation that may become payable to the named executive officers of the Company in connection with the merger and for a proposal to approve one or more adjournments of the special meeting of stockholders to solicit additional proxies, if necessary and to the extent permitted by the merger agreement. These material interests are summarized below.

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Treatment of Shares of VWR Common Stock and Outstanding Equity Awards

With respect to shares of VWR common stock that the Company’s directors and executive officers beneficially own, the Company’s directors and executive officers will receive the same cash consideration per share of VWR common stock on the same terms and conditions as the other VWR stockholders.

VWR equity awards outstanding immediately prior to the effective time will generally be subject to the following treatment, unless otherwise agreed to by the parties:

Holders of VWR equity awards at the effective time will cease to have any rights with respect to such awards other than the rights to receive the payments described above.

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Severance Provisions of Employment Arrangements

Each of the Company’s executive officers other than Mr. Kepper is entitled to certain severance benefits pursuant to his employment agreement or employment letter (each, an “ employment arrangement ”), the material terms of which are described below. Mr. Kepper is eligible for certain severance benefits as required under German law.

The employment arrangements provide that upon a termination of employment by the Company without cause or a resignation by the executive for good reason, the executive officers are entitled to certain benefits and payments. In the case of Messrs. Brocke-Benz, Cowan, McLoughlin, Clausnitzer, Van Kula, Christian and Pitts, the executive is entitled to one and a half times (or two times, in the case of Mr. Brocke-Benz) the sum of base salary then in effect and target bonus for the year in which such termination occurs, payable over 12 months and continued health benefits for a period of twelve months (or 18 months, in the case of Mr. Brocke-Benz) after such termination.

For purposes of each employment agreement or employment letter, as applicable, “cause” means any of the following: (i) the conviction of a felony or the commission of fraud with respect to VWR or any of its subsidiaries or affiliates or any of their customers or suppliers, (ii) substantial and repeated failure to perform duties as reasonably directed by the Board or a supervisor or report, after providing 15 days’ prior written notice and a reasonable opportunity to remedy such failure and (iii) gross negligence or willful misconduct with respect to VWR or any of its subsidiaries or affiliates. “Cause” will be deemed not to include any act or failure to act, unless it is done, or omitted to be done, in bad faith or without reasonable belief that an employee’s action or omission was in the best interests of VWR or any of its respective affiliates. Any act, or failure to act, based upon authority given pursuant to a direction from the Board or based upon the advice of counsel for VWR or any of its respective affiliates will be conclusively presumed to be done, or omitted to be done, in good faith and in the best interests of VWR and its affiliates. In the case of Messrs. Cowan, McLoughlin, Clausnitzer, Van Kula, Christian and Pitts, cessation of employment will not be deemed to be for cause unless and until (i) there will have been delivered to the employee a copy of a resolution duly adopted by the affirmative vote of at least a majority of the entire membership of the Board (excluding for this purpose any seat on the Board then held by such employee, if applicable) at a meeting of the Board called and held for such purpose (after reasonable notice is provided and such employee is given an opportunity, together with counsel, to be heard before the Board), finding that, in the good faith opinion of the Board, that cause exists for the termination of employment, and specifying the particulars thereof in reasonable detail and (ii) if capable of cure within 30 days, such employee will be given 30 days from the date of the meeting of the Board at which opportunity was given, together with counsel, to be heard by the Board to cure the conduct specified by the Board. At any such Board meeting, an employee will be automatically recused from participation in such meeting as a member of the Board, if applicable.

For purposes of each employment agreement or employment letter, as applicable, “good reason” means VWR materially changes the authority, titles, reporting rights or obligations, and/or duties of the employee in a manner inconsistent with the position currently held or as described in the such agreement or letter, as applicable, (ii) VWR fails to make any payment to, or provide an employee with any benefit, required to be paid or provided pursuant to such agreement or letter, as applicable, (iii) VWR reduces the base salary and/or bonus entitlement of an employee described in such agreement or letter, as applicable, (iv) in the case of Messrs. Cowan, McLoughlin, Clausnitzer, Van Kula, Christian and Pitts, a relocation of the principal place of employment to a location that increases commuting distance by more than 25 miles, except for travel on company business or (v) any successor to the business of VWR fails to assume VWR’s obligations under such agreement or letter, as applicable; provided that, in order for a resignation for Good Reason to be effective, written notice of the occurrence of any event that constitutes good reason must be delivered by the employee to VWR within 180 days after such employee has actual knowledge of the occurrence of any such event and the occurrence of such event is not cured by VWR within 10 days after the date of such written notice to VWR.

Retention Bonus Arrangements

The Company has established management retention programs (“ retention programs ”) covering each of its executive officers that provide for a bonus in a fixed amount (the “ retention bonus ”), between $500,000 and $5,000,000, as well as excise tax gross-up payments (as described below). The Compensation Committee of the Board (the “ Compensation Committee ”) believes that the retention bonuses will provide appropriate retention incentives that will enable the Company to continue to benefit from the services of the Company’s management.

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Under the retention programs if (i) a named executive officer is employed by the Company or its affiliates (including, without limitation, Avantor and any affiliate of Avantor) on (x) May 4, 2018 if the closing date has occurred before such date or (y) if the closing date has not occurred on or before May 4, 2018, the earlier of the closing date or December 31, 2018 (the “ vesting date ”) or (ii) the named executive officer’s employment with the Company and its affiliates is terminated before the vesting date (A) by the Company for a reason other than cause, (B) by the named executive officer for good reason or (C) due to the named executive officer’s death or disability, a retention bonus will be paid in a cash lump sum to such named executive officer within 10 days of the vesting date. The right to receive a retention bonus would be forfeited upon any other termination of employment with the Company and its affiliates. The retention bonuses and excise tax gross-up payments payable to each of our named executive officers are summarized in the table and the footnotes thereto under “—Golden Parachute Compensation” beginning on page 47 of this proxy statement. The maximum aggregate compensation payable under the retention bonuses to the Company’s executive officers will not exceed $13.25 million, exclusive of any excise tax gross-up payments that may be required.

Each of Greg Cowan, Mark McLoughlin, George Van Kula, Manuel Brocke-Benz, Doug Pitts and Gerry Christian (the “ affected individuals ”) may be subject to an excise tax (the “ golden parachute excise tax ”) on payments they will or may receive in connection with the Transactions under Section 4999 of the Code. Generally, an excise tax of 20% is imposed on each individual recipient of certain “parachute payments” that, under the rules of Section 280G of the Code, exceed a certain threshold amount for such individual. Additionally, the employer of the executive making the parachute payments is denied a tax deduction for such payments. The golden parachute excise tax is due in addition to the regular income and employment taxes otherwise payable in connection with compensatory payments to the affected individuals. Payments to these executive officers that will or may be considered “parachute payments” under Section 280G of the Code that would be subject to the golden parachute excise tax include (i) the value of the full acceleration of vesting of VWR stock options and RSUs, (ii) the retention bonuses, (iii) the excise tax gross-up payments and (iv) the severance payments.

The Compensation Committee has considered the impact of the potential golden parachute excise tax on the affected individuals and has determined that the imposition of the excise tax on them would result in a significant personal tax burden that would deprive the affected individuals of a substantial portion of the value of their compensatory payments in connection with the Transactions. The Compensation Committee has assessed the costs and benefits of making gross-up payments to alleviate the effect of the golden parachute excise tax on the affected individuals to VWR, its stockholders, the surviving corporation and each of the affected individuals. The Board, upon recommendation of the Compensation Committee, determined that it was in the best interests of VWR’s stockholders to mitigate the negative tax impact to the affected individuals that would otherwise result from the Transactions, which are expected to bring significant financial benefits to VWR’s stockholders. Upon recommendation of the Compensation Committee, the Board approved that the retention bonuses payable pursuant to the gross-up management retention program, which includes each of the affected individuals, also provide for the payment of an additional bonus in an amount so that, on a net after-tax basis, the affected individuals would be in the same position as if no golden parachute excise tax had applied to him or her (the “ excise tax gross-up payment ”).

The actual amounts to be paid to the affected individuals by VWR will depend upon the value and timing of the affected individual’s receipt of the implicated payments and benefits, with any excise tax gross-up payment that becomes due to be paid not later than the sixtieth day following an event occurring which subjects the affected individual to the golden parachute excise tax.

Interests in Varietal

Messrs. Brocke-Benz, Christian, Cowan, Kepper, McLoughlin, Pitts, Van Kula, Kraemer, Barchi, Blechschmidt, DeCresce, and Zollars and Ms. Forbes Lieberman are investors in Varietal. None of the foregoing persons has direct or indirect voting or dispositive power with respect to the shares of VWR common stock held of record by Varietal. Following completion of the merger, Varietal is expected to liquidate, in which case the members would receive their pro rata portion of the merger consideration and TRA payment (as described further under “—Income Tax Receivable Agreement” beginning on page 52 of this proxy statement).

New Management Arrangements

Prior to the effective date of the merger, some or all of the Company’s executive officers may discuss or enter into agreements, arrangements or understandings with Avantor or its affiliates regarding the executive officers’ continuing employment or

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compensation and benefits, including equity incentive arrangements, on a going-forward basis following completion of the merger. No such new agreements, arrangements and understandings have been entered into as of the date of this proxy statement.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers, who are Messrs. Brocke-Benz, Cowan, McLoughlin, Clausnitzer and Van Kula, that is based on or otherwise relates to the merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The amounts set forth in the table are estimates based on multiple assumptions that may or may not actually occur, including assumptions described in this proxy statement and in the footnotes to the table. As a result, the actual amounts, if any, that a named executive officer will receive may materially differ from the amounts set forth in the table.

The table below assumes that (1) the effective time will occur on September 30, 2017, (2) the employment of the named executive officer will be terminated on such date in a manner entitling the named executive officer to receive severance payments and benefits under the terms of the named executive officer’s employment arrangement, (3) the named executive officer’s base salary remains unchanged from those in place as of May 4, 2017, (4) no named executive officer receives any additional equity grants or exercises any VWR stock options on or prior to the effective time, (5) the named executive officer will be entitled to the amounts payable under the applicable retention program and (6) no named executive officer enters into new agreements or is otherwise legally entitled to, prior to the effective time, additional compensation or benefits. For a narrative description of the terms and conditions applicable to the payments quantified in the table below, see “—Treatment of Shares of VWR Common Stock and Outstanding Equity Awards” and “—Severance and Change in Control Provisions of Employment Arrangements” above.

The table below sets forth the sum of the (i) cash paid related to 2017 annual incentive and (ii) multiple of cash paid related to annual base salary and cash paid related to annual incentive that each named executive officer would be entitled to receive as severance.

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As partial consideration for the potential payments provided in the tables above, the named executive officers are bound by a confidentiality agreement as well as customary non-compete and non-solicitation provisions set forth in their respective employment arrangements. The non-compete provisions prohibit the named executive officers from engaging in or being affiliated with certain large companies in the lab supplies industries that the Company competes with while employed by the Company and for a period of one year, or eighteen (18) months in the case of Mr. Brocke-Benz, after the termination of such employment for any reason. The non-solicitation provision prohibits the named executive officer, either alone or in association with others, while employed by the Company and for a period of eighteen (18) months after the termination of such employment for any reason, from soliciting any of the Company’s business relations from doing business with the Company and from soliciting any employees to leave the employ of the Company unless such individual’s employment has been terminated for a period of one hundred eighty (180) days or longer. The named executive officer’s receipt of the payments would be contingent upon such named executive officer signing a release of claims against us.

Employee Benefits

Pursuant to the merger agreement, Avantor has agreed that for a period of not less than one year following the effective time, Avantor will, or will cause the surviving corporation to, provide to each individual who, immediately prior to the effective time, is an employee of the Company and its subsidiaries and who continues employment with Avantor following such effective time (i) salary and incentive opportunities that, in each case, are no less favorable in the aggregate (excluding any value attributable to equity-based compensation) than those provided to such employee by the Company or its subsidiaries immediately prior to the closing date of the merger and (ii) employee benefits (excluding defined benefit pension plan benefits) that are no less favorable

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in the aggregate than those provided to such employee by the Company or its subsidiaries immediately prior to the closing date of the merger.

Director and Officer Indemnification and Insurance

Pursuant to the merger agreement, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time (and right to advancement of expenses) now existing in favor of any person who is or prior to the effective time becomes, or has been at any time prior to the date of the merger agreement, a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of the Company, any of its subsidiaries or any of their respective predecessors (each, an “ indemnified party ”) as provided in the Company’s amended and restated certificate of incorporation, the Company’s amended and restated bylaws the organizational documents of any subsidiary of the Company or any indemnification agreement listed in the Company disclosure letter between such indemnified party and the Company or any of its subsidiaries that is in effect as of the date of the merger agreement (i) will be assumed by the surviving corporation in the merger, without further action, at the effective time, (ii) will survive the merger, (iii) will continue in full force and effect in accordance with their terms with respect to any claims against any such indemnified party arising out of such acts or omissions and (iv) for a period of six years following the date of the merger agreement will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified party. Avantor will ensure that the surviving corporation complies with and honors the foregoing obligations.

After the effective time, in the event of certain threatened or actual legal proceedings, whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that at or prior to the effective time the indemnified party is or was a director, officer, employee or agent (including as a fiduciary with respect to a Company benefit plan) of the Company, its subsidiaries or any of their respective predecessors, whether in any case asserted or claimed before or after the effective time, Avantor and the surviving corporation will, jointly and severally, indemnify and hold harmless, as and to the fullest extent provided in the Company’s amended and restated certificate of incorporation or the Company’s amended and restated bylaws (or the corresponding organizational documents of the applicable subsidiary of the Company provided that if such documents provide for a lesser degree of indemnification than as is provided in the Company’s organizational documents, such indemnified party will be indemnified and held harmless as and to the fullest extent provided in the Company’s organizational documents as if they instead applied), each such indemnified party against any losses, claims, damages, liabilities, costs, expenses.

Avantor and the surviving corporation will cooperate with each indemnified party in the defense of any matter for which such indemnified party could seek indemnification hereunder. Avantor’s and the surviving corporation’s obligations relating to the foregoing paragraph will continue in full force and effect for the period beginning upon the effective time until six years from the effective time, provided that all rights to indemnification in respect of certain legal proceedings asserted or made within such period will continue until the final disposition of such proceeding.

The Company will use reasonable best efforts to obtain and fully pay the premium for, for the benefit of the past and present officers and directors of the Company, directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the effective time (including for acts or omissions occurring in connection with the approval of the merger agreement and the consummation of the Transactions) for the period beginning upon the effective time and ending six years from the effective time, covering each indemnified party and containing terms (including with respect to coverage and amounts) and conditions (including with respect to deductibles and exclusions) that are, individually and in the aggregate, no less favorable to any indemnified party than the existing D&O policies; provided that the maximum aggregate annual premium payable by the Company for such insurance policies does not exceed 300% of the aggregate annual premium for coverage for its current fiscal year under the existing D&O policies.

In the event that (i) Avantor or the surviving corporation or any of their respective successors or assigns (y) consolidates with or merges into any other party and is not the continuing or surviving corporation or entity of such consolidation or merger or (z) transfers or conveys all or a substantial portion of its properties and other assets to any party or (ii) Avantor or any of its successors or assigns dissolves the surviving corporation, then, and in each such case, Avantor will cause proper provision to be made so that the applicable successors and assigns or transferees assume the obligations described above.

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The Merger (continued)

Financing of the Merger

We anticipate that the total funds needed to complete the Transactions, including the refinancing of our existing indebtedness, will be approximately $6.6 billion, which will be funded by a combination of preferred equity financing and debt financing (together, the “ financing ”), as described below, together with available cash on hand at each of Avantor and, after consummation of the merger, the Company. This amount includes the funds needed to (1) pay Company stockholders the amounts due under the merger agreement, (2) make payments in respect of the Company’s outstanding equity-based awards and existing TRA (as defined in the subsection entitled “— Interests of the Company’s Directors and Executive Officers in the Merger—Income Tax Receivable Agreement” beginning on page 52 of this proxy statement), as applicable, pursuant to the merger agreement and (3) pay all fees and expenses payable by Avantor and Merger Sub under the merger agreement (the foregoing clauses (1) through (3), along with the funds necessary to refinance Avantor’s, Merger Sub’s and certain of their affiliates’ existing indebtedness, the “required amount”). The merger is not conditioned on Avantor’s or Merger Sub’s ability to obtain preferred equity financing or debt financing.

Avantor and Merger Sub are required under the merger agreement to use their reasonable best efforts to obtain the financing on the terms and subject only to the conditions described in each of the commitment letters (as defined in the subsections entitled “— Preferred Equity Financing” below and “— Debt Financing” beginning on page 51 of this proxy statement). In the event any portion of the financing becomes unavailable on the terms and conditions contemplated in the commitment letters for any reason, Avantor is required under the merger agreement to use its reasonable best efforts to obtain alternative financing in an amount sufficient to complete the merger and the other Transactions and pay the required amount. As of the last practicable date before the printing of this proxy statement, each of the commitment letters remain in effect, and Avantor has not notified us of any plans to utilize alternative financing. The documentation governing the financing contemplated by each of the commitment letters has not been finalized and, accordingly, the actual terms of the financing may differ from those described in this proxy statement.

Preferred Equity Financing

On May 4, 2017, Avantor and Issuer entered into a commitment letter (the “ preferred equity commitment letter ”) with BSPI, pursuant to which (a) BSPI committed to Avantor and Issuer to purchase from Issuer, upon the terms and subject to the conditions set forth in the preferred equity commitment letter (i) 100% of the initial aggregate liquidation preference of $2 billion of a single class of series A senior preferred stock of Issuer having the terms and conditions set forth in the preferred equity commitment letter for an aggregate cash purchase price of $2 billion (the “ senior preferred stock ”) and (ii) shares of a single class of series A junior convertible preferred stock of Issuer having the terms and conditions set forth in the preferred equity commitment letter for an aggregate cash purchase price of $650 million (the “ junior preferred stock ”) and (b) Issuer committed to issue to BSPI detachable penny warrants for the purchase of the Class A common stock of Issuer in an aggregate amount equal to $100 million having the terms and conditions set forth in the preferred equity commitment letter (the “warrants” and, together with the senior preferred stock and the junior preferred stock, the “ preferred equity ”). The issuance of the preferred equity is subject to various conditions precedent, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the preferred equity commitment letter):

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Subject to specified exceptions and qualifications, the preferred equity commitment letter will automatically terminate upon the earliest to occur of (i) the termination of the merger agreement in accordance with its terms after the execution of the merger agreement and prior to the consummation of the funding set forth in the preferred equity commitment letter, (ii) the closing date of the merger and (iii) the date that is five business days after November 4, 2017 (subject to an extension in certain circumstances if certain specified regulatory approvals have not been met pursuant to the merger agreement, the “ outside date ”).

BSPI may invite other purchasers to participate in the preferred equity financing contemplated by the preferred stock commitment letter and to provide such preferred equity financing, provided that in no event will BSPI be relieved of its obligations to fund its commitments (subject to the terms and conditions and certain exceptions and qualifications set forth in the preferred equity commitment letter).

Debt Financing

Goldman Sachs Bank USA (“ GS Bank ”), Barclays Bank PLC (“ Barclays ”), Jefferies Group LLC (acting through any of its affiliates, “ Jefferies ”) and JPMorgan Chase Bank, N.A. (“ JPMorgan ” and, together with GS Bank, Barclays and Jefferies, the “ Lenders ”) have agreed to provide debt financing in an aggregate principal amount of approximately (i) USD equivalent of $5 billion in the form of senior secured first lien term loan facilities, consisting of a U.S. dollar denominated term loan facility (the “ dollar term facility ”) and a euro denominated term loan facility (together with the dollar term facility, the “ term facility ”), (ii) $500 million (which amount may be reduced by the amount of commitments under the Company’s receivables securitization facility outstanding on the closing date of the merger) in the form of a senior secured first lien revolving credit facility (together with the term facility, the “ senior secured facilities ”) and (iii) USD equivalent of $2.25 billion in the form of senior unsecured bridge facilities, consisting of a U.S. dollar-denominated bridge loan facility (the “ dollar bridge facility ”) and, if applicable, a euro-denominated bridge loan facility (together with the dollar bridge facility, the “ bridge facility ” and, together with the senior secured facilities, the “ credit facilities ”), in each case, on the terms and subject to the conditions set forth in a debt commitment letter (the “ debt commitment letter ”, and together with the preferred equity commitment letter, the “ commitment letters ”). The obligations of the Lenders to provide debt financing under the credit facilities are subject to various conditions precedent.

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Subject to specified exceptions and qualifications, the debt commitments will be available to Avantor until the earliest of (i) the termination of the merger agreement in accordance with its terms after the execution of the merger agreement and prior to the consummation of the funding set forth in the debt commitment letter, (ii) the funding of the merger without the use of the credit facilities and (iii) the date that is five business days after the outside date. The Lenders’ obligation to provide the debt financing under the debt commitment letter is subject to various conditions precedent, including, without limitation, the following (subject to certain exceptions and qualifications as set forth in the debt commitment letter):

Income Tax Receivable Agreement

The consummation of the Transactions will constitute a change of control for purposes of the Income Tax Receivable Agreement, dated as of October 7, 2014, by and between the Company and Varietal (the “ TRA ”). On May 4, 2017, the Company and Varietal entered into a Letter Agreement (the “ TRA Letter Agreement ”), pursuant to which, among other things, the Company and Varietal have agreed that the Change of Control Payment (as defined therein) will be an amount equal to $56,238,010 to be paid by the Company to Varietal on the closing date (the “ TRA Payment ”). Upon payment of the Change of Control Payment, the Company will not have any further payment obligations under the TRA and the Company will forfeit certain rights set forth in the TRA with respect to such payment or otherwise. Also, upon payment of the Change of Control Payment, the TRA will terminate, subject to the survival of certain sections as set forth in the TRA Letter Agreement.

Delisting and Deregistration of VWR Common Stock

If the merger is completed, VWR common stock will be removed from listing on NASDAQ and deregistered under the Exchange Act and the Company will no longer file periodic reports with the SEC.

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The Merger Agreement

The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement, a copy of which is attached to this proxy statement as Annex A and which the Company incorporates by reference into this document. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. The Company encourages you to read the merger agreement carefully in its entirety.

The Merger

The merger agreement provides that, subject to the terms and conditions set forth in the merger agreement and in accordance with the DGCL, at the effective time, Merger Sub will be merged with and into the Company and, as a result of the merger, the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving corporation. As the surviving corporation, the Company will possess the rights, powers, privileges, immunities and franchises and be subject to all of the obligations, liabilities, restrictions and disabilities of the Company and Merger Sub, all as provided under Delaware law.

The closing date of the merger (the “ closing date ”) will be on the second business day following the satisfaction or (to the extent permitted by applicable law) waiver by the party or parties entitled to the benefits thereof of the conditions set forth in the merger agreement and described under “— Conditions to the Merger” below (other than those conditions that by their nature are to be satisfied on the closing date, but subject to the satisfaction or waiver of such conditions on the closing date), provided that, notwithstanding the satisfaction or waiver of the conditions set forth in the merger agreement, the Company, Avantor and Merger Sub will not be required to effect the closing of the merger until the earlier of (i) a business day during the marketing period specified by Avantor on no less than two business days’ prior written notice to the Company and (ii) the second business day following the final day of the marketing period (subject in each case to the satisfaction of conditions set forth in the merger agreement (other than any conditions that by their nature are to be satisfied on the closing date, but subject to the satisfaction or waiver of such conditions on the closing date)).

The merger will become effective at such time as the certificate of merger is duly filed with the Secretary of State of the State of Delaware or at such other time as Avantor and the Company agree and specify in the certificate of merger (the “ effective time ”).

The Merger Consideration and the Conversion of Capital Stock

At the effective time, by virtue of the merger and without any action on the part of the holder of any of the outstanding shares of VWR common stock or any shares of capital stock of Merger Sub, each share of VWR common stock that is issued and outstanding immediately prior to the effective time will be converted into the right to receive $33.25 in cash and without interest and subject to any applicable withholding taxes, other than:

VWR stock options, RSUs and restricted stock will be treated as described under “— VWR Stock Options, RSUs and Restricted Stock” beginning on page 62 of this proxy statement.

Each share of capital stock of Merger Sub that is issued and outstanding immediately prior to the effective time will be converted into and become one fully paid and nonassessable share of common stock, par value $0.01 per share, of the surviving corporation and will thereafter constitute the only outstanding shares of capital stock of the surviving corporation.

Payment Procedures

Prior to the effective time, Avantor will select a bank or trust company reasonably acceptable to the Company to act as paying agent for the payment of the merger consideration to former holders of shares of VWR common stock. Avantor will, or will cause

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the surviving corporation to, deposit with the paying agent, substantially simultaneously with the effective time, cash necessary to pay for the shares of VWR common stock converted into the right to receive the merger consideration.

As promptly as reasonably practicable after the effective time (but in no event later than two business days after the effective time), the surviving corporation or Avantor will cause the paying agent to mail to each holder of record of a certificate that immediately prior to the effective time represented outstanding shares of VWR common stock that were converted into the right to receive the merger consideration (i) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the certificates will pass, only upon delivery of the certificates to the paying agent, and will be in such form and have such other provisions as are customary and reasonably acceptable to the Company and Avantor) and (ii) instructions for effecting the surrender of the certificates in exchange for the merger consideration. Upon surrender of a certificate to the paying agent for cancellation, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the paying agent, the holder of such certificate will be entitled to receive in exchange therefor the amount of cash into which the shares of VWR common stock theretofore represented by such certificate are converted pursuant to the merger agreement and the certificate so surrendered will be cancelled.

A holder of shares of VWR common stock in book-entry form will, upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other evidence, if any, as the paying agent may reasonably request), be entitled to receive, and the surviving corporation or Avantor will cause the paying agent to pay and deliver as promptly as reasonably practicable after the effective time (but in no event later than two business days thereafter), an amount equal to the aggregate merger consideration to which such holder is entitled thereunder and such shares of VWR common stock will be canceled.

If any cash deposited with the paying agent remains undistributed one year after the closing date, such cash will be delivered to Avantor or its designated affiliate, upon demand, and any former holder of shares of VWR common stock entitled to payment of the merger consideration who had not theretofore complied with the merger agreement will thereafter look only to Avantor or its successor-in-interest for payment of its claim for the merger consideration (subject to applicable abandoned property, escheat and other similar laws).

If any certificate for shares of VWR common stock is lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as Avantor may direct, as indemnity against any claim that may be made against it with respect to such certificate, the paying agent will pay, in exchange for such lost, stolen or destroyed certificate, the applicable merger consideration to be paid in respect of the shares of VWR common stock formerly represented by such certificate.

VWR Representations and Warranties

The merger agreement contains representations and warranties made by the Company to Avantor and Merger Sub and representations and warranties made by Avantor and Merger Sub to the Company. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in connection with negotiating the terms of the merger agreement, including information contained in a confidential disclosure letter provided by the Company to Avantor and Merger Sub in connection with the signing of the merger agreement (the “ Company disclosure letter ”). The Company disclosure letter contains information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the merger agreement. Furthermore, some of those representations and warranties may not be accurate or complete as of any particular date because they are subject to a contractual standard of materiality different from that generally applicable to public disclosures to stockholders. Moreover, certain representations and warranties in the merger agreement were used for the purpose of allocating risk between the Company, Merger Sub and Avantor rather than establishing matters as facts. Accordingly, you should not rely on the representations and warranties in the merger agreement as characterizations of the actual state of facts about the Company, Merger Sub or Avantor. This description of the representations and warranties is included to provide VWR stockholders with additional information regarding the terms of the merger agreement. It is not intended to provide any other factual information about the Company, Avantor or Merger Sub.

In the merger agreement, the Company has made representations and warranties to Avantor and Merger Sub with respect to, among other things:

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