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Contract analysis / irs-form-w9-request-letter.docx
irs-form-w9-request-letter.docx
High · 3
Medium · 1
Standard · 4
1. Introduction and Purpose
1. Introduction and Purpose Calderwood & Harkness LLP serves as legal counsel to Ardent Capital Partners III LP (the "Buyer" or "Sponsor") in connection with the pending acquisition of Luminex Systems Holdings Inc. (the "Company" or the "Target") pursuant to the Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time, the "Merger Agre
2. Legal Basis for This Request
High
⚑ Penalty / liquidated damages
2. Legal Basis for This Request The request set forth in this letter is made pursuant to, and in furtherance of compliance with, the following provisions of federal tax law: (a) Backup Withholding — Section 3406 of the Code. Under Section 3406 of the Code, the Paying Agent is required to deduct and withhold a tax (commonly referred to as "backup withholding") at the then-applicable statutory rate (currently 24%) from
3. Request to Luminex Systems Holdings Inc. (the Company)
Standard
⚑ Commercial term
3. Request to Luminex Systems Holdings Inc. (the Company) We hereby request that the Company deliver the following to Calderwood & Harkness LLP and the Paying Agent: (a) A properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) for Luminex Systems Holdings Inc., confirming the Company's Employer Identification Number (EIN: 86-2547193). This form is required in conne
4. Request to Selling Stockholders — United States Persons
High
⚑ Penalty / liquidated damages
4. Request to Selling Stockholders — United States Persons Each selling stockholder that is a "United States person" (as defined in Section 7701(a)(30) of the Code) must deliver a properly completed and executed IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to Calderwood & Harkness LLP and the Paying Agent. For purposes of this letter, the term "United States person" generally includes (
5. Request to Selling Stockholders — Non-United States Persons
Standard
⚑ Commercial term
5. Request to Selling Stockholders — Non-United States Persons Any selling stockholder that is not a "United States person" (as defined in Section 7701(a)(30) of the Code) (a "Non-U.S. Holder") must instead deliver the appropriate IRS Form W-8 series form to Calderwood & Harkness LLP and the Paying Agent. The specific form required depends on the Non-U.S. Holder's status and circumstances, as follows: (a) IRS Form W-
6. Instructions for Completion and Delivery
High
⚑ Penalty / liquidated damages
6. Instructions for Completion and Delivery 6.1 Form W-9 Instructions For the convenience of each selling stockholder required to complete an IRS Form W-9, we provide the following line-by-line guidance. A blank copy of IRS Form W-9 (Rev. current) is enclosed with this letter. Line 1 — Name. Enter the legal name of the payee exactly as it appears on the payee's most recently filed U.S. federal income tax return. For
7. Consequences of Non-Compliance
Standard
⚑ Commercial term
7. Consequences of Non-Compliance We wish to clearly advise all parties of the consequences of failing to deliver the requested tax certification forms prior to the closing of the Merger: (a) Backup Withholding on U.S. Persons. If a valid IRS Form W-9 is not received from a U.S. person prior to or at the time of the disbursement of Merger consideration, the Paying Agent will be required by law to deduct and withhold
8. Request for Coordination by the Company
8. Request for Coordination by the Company We respectfully request that Annelise Gruber, in her capacity as Chief Financial Officer of Luminex Systems Holdings Inc., coordinate with the Company's management team and employee stockholders to ensure the timely collection and delivery of IRS Forms W-9 (or the applicable IRS Form W-8, as the case may be) from all holders of Company Common Stock who will receive Merger co
9. Contact Information
Standard
⚑ Commercial term
9. Contact Information For questions regarding this letter, the required tax certification forms, or the delivery process, please contact the following individuals at Calderwood & Harkness LLP: Ryan Kowalski, Lead Associate (Mergers & Acquisitions) Telephone: (212) 558-4137 Email: ryan.kowalski@calderwoodharkness.com Megan Chu, Working Associate (Mergers & Acquisitions) Telephone: (212) 558-4592 Email: megan.chu@cald
10. Confidentiality Notice
Medium
⚑ Confidentiality undertaking
10. Confidentiality Notice This letter and the IRS Forms W-9, W-8BEN, W-8BEN-E, and other tax certification forms collected in response hereto contain sensitive taxpayer information that is protected under federal law, including Section 6103 of the Internal Revenue Code, which imposes strict confidentiality obligations with respect to tax return information and taxpayer identity information. The information collected
1. IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (Rev. curr
1. IRS Form W-9 (Request for Taxpayer Identification Number and Certification) (Rev. current) — Blank
2. IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States T
2. IRS Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding and Reporting — Individuals) (Rev. current) — Blank
3. IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Wit
3. IRS Form W-8BEN-E (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting — Entities) (Rev. current) — Blank
4. Summary Instruction Sheet (prepared by Calderwood & Harkness LLP) — Identifying which
4. Summary Instruction Sheet (prepared by Calderwood & Harkness LLP) — Identifying which form each category of selling stockholder should complete cc: (via email) James Prentice, Partner, Calderwood & Harkness LLP Sandra Tung, Partner, Calderwood & Harkness LLP Sylvia Hartwell, Partner, Calderwood & Harkness LLP Theodore "Ted" Hargrove, Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, NY 10022 V