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Contract analysis / bundeskartellamt-filing-instruction-letter.docx
bundeskartellamt-filing-instruction-letter.docx
1001-00004 · 19 clauses
High · 0 Medium · 2 Standard · 1
1. Introduction and Purpose of Letter
1. Introduction and Purpose of Letter We write to you in our capacity as U.S. transactional counsel to Ardent Capital Partners III LP ("Ardent Capital" or the "Sponsor"), a Delaware limited partnership with its principal offices at 399 Park Avenue, 42nd Floor, New York, NY 10022. Calderwood & Harkness LLP ("Calderwood & Harkness" or "C&H") represents Ardent Capital in connection with the proposed acquisition (the "Tr
2. Overview of the Transaction
2. Overview of the Transaction 2.1 Transaction Structure The Transaction is structured as a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"). Pursuant to the definitive Agreement and Plan of Merger dated March 24, 2025 (the "Merger Agreement"), a copy of which is enclosed (Enclosure 1, redacted as to certain pricing terms where appropriate), the following steps will oc
3. Jurisdictional Thresholds — GWB §35 Analysis
3. Jurisdictional Thresholds — GWB §35 Analysis 3.1 Applicable Thresholds We have conducted a preliminary analysis of the German merger control jurisdictional thresholds and have concluded that a mandatory filing with the Bundeskartellamt is required. The notification obligation arises under GWB §35(1) if the following cumulative revenue thresholds are met: (a) The combined aggregate worldwide turnover (Umsatzerlöse)
4. Ardent Capital Portfolio Company — Vectis Solutions LLC
4. Ardent Capital Portfolio Company — Vectis Solutions LLC Given the competitive overlap between the Target and the Ardent Capital portfolio, the following details regarding Vectis Solutions LLC are provided for inclusion in the notification: • Full legal name: Vectis Solutions LLC • Entity type: Delaware limited liability company • Employer Identification Number (EIN): 82-4910337 • Headquarters: 4000 Shoreline Court
5. Filing Requirements and Instructions Standard
⚑ Commercial term
5. Filing Requirements and Instructions 5.1 Form and Content We instruct you to prepare the German merger control notification in accordance with GWB §39 and the Bundeskartellamt's current guidance on the form and content of merger notifications (Merkblatt zur Zusammenschlussanmeldung), including any applicable amendments and updates thereto. The notification should include, at a minimum, the following elements: (a)
6. Coordination with Other Regulatory Filings
6. Coordination with Other Regulatory Filings The Transaction is subject to regulatory review and approval in multiple jurisdictions. To ensure consistency of messaging and competitive analysis across all filings, it is essential that the German notification be prepared in coordination with the other regulatory filings described below. We provide the following summary of the status of parallel regulatory filings for
7. Competitive Overlap and Remedies Considerations
7. Competitive Overlap and Remedies Considerations As noted in Sections 3.4 and 4 above, the combined market share of approximately 25% in the procurement-automation SaaS segment (Luminex at approximately 18% and Vectis at approximately 7%) is the primary area of competitive overlap that we expect the Bundeskartellamt to focus on during its review. While we believe that this level of concentration does not give rise
8. Information and Document Requests
8. Information and Document Requests To prepare the notification in a timely and complete manner, we request that you confirm the following information needs, which we will either provide from our files or coordinate with the client and the Target group to obtain: (a) Complete list of all Ardent Capital portfolio companies with any German revenue or German-registered entities. We are currently compiling this informat
9. Contact Information and Coordination
9. Contact Information and Coordination For your reference, the primary contacts for this filing are set forth below. Calderwood & Harkness LLP — Primary Contacts: For substantive antitrust and competition matters, including market definition, competitive analysis, and coordination with the U.S. HSR filing, please direct all communications to Elaine Forsythe in the first instance. For overall transaction matters and
10. Engagement Terms and Billing Medium
⚑ Liability cap to check against exposure
10. Engagement Terms and Billing We confirm that Wendt Schäfer Rechtsanwälte PartG mbB is engaged as German local counsel to Ardent Capital Partners III LP in connection with the Transaction described in this letter. Your engagement is limited to the preparation and filing of the German merger control notification with the Bundeskartellamt and the management of the Bundeskartellamt review process, including any Phase
11. Enclosures
11. Enclosures The following documents are enclosed with this letter (transmitted via secure email and by courier):
1. Execution version of the Agreement and Plan of Merger dated March 24, 2025 (redacted a
1. Execution version of the Agreement and Plan of Merger dated March 24, 2025 (redacted as to certain pricing terms where appropriate)
2. Organizational chart — Ardent Capital group, including Ardent Capital Partners III LP,
2. Organizational chart — Ardent Capital group, including Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Apex Holdings Inc., and Ardent Apex Merger Sub Inc. (preliminary; to be supplemented with complete portfolio company information)
3. Organizational chart — Luminex Systems Holdings Inc. and subsidiaries, including Lumin
3. Organizational chart — Luminex Systems Holdings Inc. and subsidiaries, including Luminex Systems AG (Switzerland), Luminex Systems Inc. (U.S.), Luminex Systems UK Ltd. (England and Wales), Luminex Systems GmbH (Germany), and Luminex Systems Pte. Ltd. (Singapore)
4. Summary of Vectis Solutions LLC and Vectis GmbH, including entity details, revenue dat
4. Summary of Vectis Solutions LLC and Vectis GmbH, including entity details, revenue data, and business description
5. Luminex Systems GmbH extract from the *Handelsregister* (HRB 247891, Amtsgericht Münch
5. Luminex Systems GmbH extract from the *Handelsregister* (HRB 247891, Amtsgericht München)
6. Luminex 2024 financial summary, including revenue breakdown by region and by segment (
6. Luminex 2024 financial summary, including revenue breakdown by region and by segment (ARR vs. professional services)
7. Draft regulatory timetable tracker (internal working document, for reference only — no
7. Draft regulatory timetable tracker (internal working document, for reference only — not for inclusion in the filing) Please confirm receipt of all seven enclosures. In the event that any document has been omitted or is illegible, please contact Ryan Kowalski or Megan Chu immediately so that we can re-transmit.
12. Closing Medium
⚑ Forum / governing law
12. Closing We recognize the tight timeline and appreciate your firm's willingness to prioritize this matter. To summarize the key action items and deadlines: • Immediate: Acknowledge receipt of this letter and enclosed documents; confirm Wendt Schäfer's ability to meet the April 9, 2025 filing deadline. • April 8, 2025: Circulate a draft of the merger control notification to Calderwood & Harkness for review and comm