CONFIDENTIAL TREATMENT REQUESTED — ATTORNEY-CLIENT PRIVILEGED — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
Attorneys at Law
7 Times Square New York, NY 10036 Tel: +1 (212) 558-4000
Fax: +1 (212) 558-3588
555 California Street, Suite 3200 San Francisco, CA 94104
1 Angel Court London EC2R 7HJ, United Kingdom
April 7, 2025
VIA EMAIL AND COURIER
CONFIDENTIAL / ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Dr. Katarina Wendt, Partner Wendt Schäfer Rechtsanwälte PartG mbB Maximilianstrasse 35 80539 Munich, Germany
Re: Acquisition of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc. — German Merger Control Notification to the Bundeskartellamt
Calderwood & Harkness Matter No.: 1001-00004
Bundeskartellamt File No.: B6-34/25 (to be assigned upon filing; referenced herein for internal tracking purposes)
Dear Dr. Wendt:
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 "Transaction") of Luminex Systems Holdings Inc., a Delaware corporation (the "Target" or "Luminex Holdings"), as more fully described below.
The purpose of this letter is to formally instruct your firm, Wendt Schäfer Rechtsanwälte PartG mbB ("Wendt Schäfer"), as German local counsel to Ardent Capital Partners III LP (acting through its wholly owned intermediate holding company, Ardent Apex Holdings Inc.), to prepare and file a merger control notification (Zusammenschlussanmeldung) with the German Federal Cartel Office (Bundeskartellamt) pursuant to Section 39 of the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, the "GWB"). This letter provides you with the factual background, relevant legal analysis, and specific instructions necessary to prepare the notification for filing.
We have set a target filing date of April 9, 2025. Given the complexity of the Transaction, the parallel regulatory filings underway in multiple jurisdictions, and the importance of securing Phase I clearance in Germany to meet the overall transaction closing timeline, we would ask that you give this matter priority attention and that you circulate a draft notification to us for review no later than April 8, 2025, in order to allow adequate time for comment and finalization prior to submission.
We kindly request that you acknowledge receipt of this letter and the enclosed documents at your earliest convenience, and that you confirm Wendt Schäfer's ability to meet the April 9, 2025 filing deadline. Please do not hesitate to contact us immediately if you have any preliminary questions or if you anticipate any obstacles to meeting this timeline.
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 occur:
(a) Ardent Apex Merger Sub Inc. (the "Merger Sub"), a Delaware corporation incorporated on March 7, 2025, and a wholly owned subsidiary of Ardent Apex Holdings Inc. ("Ardent Holdings"), will merge with and into Luminex Systems Holdings Inc.
(b) In the merger, the separate corporate existence of Merger Sub will cease, and Luminex Systems Holdings Inc. will continue as the surviving corporation (the "Surviving Corporation") and will become a wholly owned subsidiary of Ardent Apex Holdings Inc.
(c) Ardent Apex Holdings Inc. is a Delaware corporation incorporated on March 5, 2025, solely for the purpose of facilitating this Transaction. It is wholly owned by Ardent Capital Partners III LP.
The aggregate equity value of the Transaction is $2,800,000,000 (two billion eight hundred million U.S. dollars). The Transaction is structured as an all-cash acquisition, with the exception of management rollover equity of approximately $405,020,000, which represents the value of equity interests to be retained by certain members of Luminex's management team who will continue with the business following the closing.
The per-share merger consideration is $20.00 per share, based on approximately 140,000,000 fully diluted shares of Luminex Systems Holdings Inc. common stock outstanding. The Merger Agreement was executed on March 24, 2025, by the parties thereto.
2.2 Acquirer Group
The acquiring group for purposes of the filing consists of the following entities and persons:
Ardent Capital Partners III LP is a Delaware limited partnership formed in 2023 as the third flagship buyout fund of the Ardent Capital platform. Fund III has total committed capital of approximately $12.5 billion (vintage 2023). Firm-wide, Ardent Capital manages assets totaling approximately $31.4 billion across multiple investment vehicles, including its predecessor funds (Ardent Capital Partners I LP and Ardent Capital Partners II LP), co-investment vehicles, and related entities.
The general partner of Ardent Capital Partners III LP is Ardent Capital GP III LLC, a Delaware limited liability company. The managing partners of the Ardent Capital platform are Theodore "Ted" Hargrove and Victoria Langford, who serve as Co-Founders and Managing Partners of the firm.
Ardent Apex Holdings Inc. is the intermediate holding company established specifically for this Transaction. It is a Delaware corporation with Employer Identification Number 93-2178435. Ardent Apex Holdings Inc. is wholly owned by Ardent Capital Partners III LP and serves as the direct parent of the Merger Sub and, following the closing, will be the direct parent of the Surviving Corporation.
Ardent Apex Merger Sub Inc. is the merger vehicle established specifically for this Transaction. It is a Delaware corporation with Employer Identification Number 93-2178502. It was incorporated on March 7, 2025, and is a wholly owned subsidiary of Ardent Apex Holdings Inc. Upon consummation of the merger, Merger Sub will cease to exist as a separate legal entity.
Ardent Capital's investment focus encompasses growth and buyout investments in enterprise technology, financial infrastructure, and healthcare IT. The firm's principal offices are located at 399 Park Avenue, 42nd Floor, New York, NY 10022.
For purposes of the German merger control notification, it will be necessary to include information regarding all portfolio companies controlled by funds managed by Ardent Capital and its affiliates, as discussed further in Sections 3 and 4 below and in the information requests set forth in Section 8.
2.3 Tarvex Group
Luminex Systems Holdings Inc. is a Delaware corporation with Employer Identification Number 86-2547193. Its registered office is located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and its registered agent in Delaware is Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901.
Luminex Systems Holdings Inc. is the U.S. holding entity for the Luminex group of companies. The ultimate parent of the Target group is Luminex Systems AG (Aktiengesellschaft), a Swiss corporation with its registered office at Bahnhofstrasse 71, 8001 Zürich, Switzerland, and entered in the Swiss Commercial Register under number CHE-284.391.057. Luminex Systems AG was founded in 2009.
The senior management of the Target group includes the following individuals:
• Dr. Stefan Kessler, Chief Executive Officer
• Annelise Gruber, Chief Financial Officer
• Dr. Markus Vogt, Chief Technology Officer
• Roland Merz, Chairman of the Board
The Target group employs approximately 4,200 employees globally across its various offices and operations.
Products and Services. The Target group's core product offering is Luminex One, a cloud-based enterprise resource planning (ERP), procurement automation, and supply-chain analytics software-as-a-service (SaaS) platform. Luminex One serves mid-market and large enterprise customers across a range of industries, providing integrated solutions for procurement workflows, vendor management, invoice processing, spend analytics, and supply-chain optimization.
Financial Information. For the fiscal year ended December 31, 2024, the Target group reported the following financial results:
• Total revenue: $487,000,000
• Annual recurring revenue (ARR): $441,000,000
• Professional services revenue: $46,000,000
• Adjusted EBITDA: $121,800,000 (representing an Adjusted EBITDA margin of approximately 25.0%)
Key Markets. The Target group generates revenue across the following geographic regions (as a percentage of total revenue):
As indicated by the table above, the DACH region is a significant market for the Target group, representing approximately 35% of total revenue.
Pre-Transaction Ownership. Prior to the Transaction, Luminex Systems Holdings Inc. is owned by the following shareholders:
• Ridgeline Growth Equity Fund II LP: 52%
• Management and employees: 28%
• Meridian Venture Partners IV LP: 20%
2.4 German Subsidiary — Luminex Systems GmbH
Of particular importance for the German filing is the Target group's principal German operating entity, the details of which are as follows:
• Full legal name: Luminex Systems GmbH
• Entity type: Gesellschaft mit beschränkter Haftung (GmbH) under German law
• Registered office: Leopoldstrasse 120, 80802 Munich, Germany
• Commercial Register Number: HRB 247891 (Amtsgericht München)
• Ownership: Wholly owned subsidiary of Luminex Systems Holdings Inc. (held indirectly through the Luminex Systems AG subsidiary chain)
• 2024 German revenue: €67,000,000
• Operations: Luminex Systems GmbH operates as the Target group's DACH-region hub, responsible for sales, customer support, professional services, and a local development team serving the German, Austrian, and Swiss markets.
An extract from the Handelsregister for Luminex Systems GmbH (HRB 247891, Amtsgericht München) is enclosed as Enclosure 5.
2.5 Other Target Subsidiaries (For Completeness in Filing)
In addition to Luminex Systems GmbH, the following subsidiaries of Luminex Systems Holdings Inc. should be referenced in the notification for purposes of providing a complete picture of the Target group's global operations:
• Luminex Systems Inc. — a Delaware corporation; the principal U.S. operating subsidiary of the Target group. 2024 U.S. revenue: approximately $194,800,000. Employees: approximately 1,650.
• Luminex Systems UK Ltd. — a private limited company organized under the laws of England and Wales; Company Number 12847362; registered office at 14 Broadwick Street, London W1F 8HN, United Kingdom.
• Luminex Systems Pte. Ltd. — a private limited company organized under the laws of the Republic of Singapore; Unique Entity Number (UEN): 201924781K; registered office at 8 Marina Boulevard, #36-01, Singapore 018981.
Organizational charts for both the acquirer group and the Target group are enclosed as Enclosures 2 and 3, respectively.
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) of all participating undertakings (beteiligte Unternehmen) exceeded €500,000,000 in the most recently completed fiscal year;
(b) The domestic (German) turnover of at least one participating undertaking exceeded €25,000,000 in the most recently completed fiscal year; and
(c) The domestic (German) turnover of at least one other participating undertaking exceeded €5,000,000 in the most recently completed fiscal year.
In addition, we note for completeness that GWB §35(1a) establishes a transaction value threshold that may serve as an alternative basis for notification. Under §35(1a), a notification is required if (i) the combined worldwide turnover of all participating undertakings exceeds €500 million, (ii) the value of the consideration exceeds €400 million, (iii) the target undertaking has significant activities in Germany, and (iv) the domestic turnover of another undertaking concerned exceeds €25 million. Given the $2.8 billion transaction value and the Target group's substantial German operations, the §35(1a) threshold would also be met. However, for purposes of this filing, the primary basis for the notification obligation is §35(1), which is clearly satisfied as set forth below.
3.2 Turnover Data for Filing
Ardent Capital Partners III LP (and Affiliated Portfolio Companies):
For purposes of German merger control, the "undertaking concerned" on the acquirer side is Ardent Capital Partners III LP together with all portfolio companies controlled by funds managed by Ardent Capital and its affiliated entities. This includes portfolio companies held by predecessor funds (notably Ardent Capital Partners II LP), to the extent that these portfolio companies are controlled by Ardent Capital or its affiliated management entities.
Worldwide turnover attributable to the Ardent Capital group is to be confirmed in full and is expected to substantially exceed €500 million on a combined basis across all portfolio company revenues. We are in the process of compiling comprehensive revenue data across all Ardent fund portfolio companies and will provide this data to you under separate cover. We instruct you to include revenue data from all Ardent fund portfolio companies as required for the "undertaking concerned" (beteiligte Unternehmen) analysis under the Bundeskartellamt's guidance and case law, including the Imbalance Principle (Grundsatz der Gesamtbetrachtung).
Of particular relevance to the German domestic turnover threshold, the Ardent Capital group includes Vectis Solutions LLC, an Ardent Capital Partners II LP portfolio company that operates a German subsidiary, Vectis GmbH, which generated €12,000,000 in German revenue in fiscal year 2024. Additional Ardent portfolio company German revenues are to be confirmed and will be provided to you separately; however, even based on the Vectis GmbH revenue alone, the §35(1)(c) threshold is exceeded.
Luminex Systems Holdings Inc. (Tarvex Group):
The Target group's worldwide turnover for fiscal year 2024 was $487,000,000, which translates to approximately €450,000,000 at current exchange rates. The precise EUR figure should be confirmed based on the applicable average exchange rate for fiscal year 2024 as reported by the European Central Bank or as otherwise specified in the Bundeskartellamt's guidance; we will provide the exact exchange rate reference upon your request.
German turnover attributable to the Target group is generated through Luminex Systems GmbH and totaled €67,000,000 for fiscal year 2024.
3.3 Threshold Satisfaction
Based on the foregoing turnover data, we have determined that all three cumulative thresholds under GWB §35(1) are met:
Accordingly, the filing of a merger control notification with the Bundeskartellamt is mandatory and must be completed prior to the consummation of the Transaction. The Transaction may not be implemented (Vollzugsverbot) until the Bundeskartellamt has cleared the concentration or the applicable review period has expired without a decision.
3.4 SIEC Preliminary View — Competitive Overlap
We draw your attention to the competitive overlap that exists between the Target group and the Ardent Capital portfolio in the area of procurement-automation SaaS. Specifically:
• Luminex Systems (through its Luminex One platform) holds an estimated approximately 18% market share in procurement-automation SaaS in Germany.
• Vectis Solutions LLC (an Ardent Capital Partners II LP portfolio company, as discussed in greater detail in Section 4 below) holds an estimated approximately 7% market share in procurement-automation SaaS in Germany.
• The combined market share of these two entities in procurement-automation SaaS in Germany is therefore approximately 25%.
While a combined market share of approximately 25% does not, in and of itself, give rise to a presumption of dominance under German competition law, it is likely to attract scrutiny from the Bundeskartellamt, particularly in a concentrated market segment such as procurement-automation SaaS. We instruct you to include appropriate market-definition arguments and a thorough competitive analysis in the notification to support a Phase I clearance of the Transaction. We address the competitive overlap and remedies considerations in greater detail in Sections 5.2 and 7 below.
We also note for your reference that a parallel filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act") was made in the United States on March 28, 2025 (HSR Transaction No. HSR-20250328-4192). The U.S. Federal Trade Commission (the "FTC") is the reviewing agency for the Transaction. Based on the same competitive overlap between Luminex and Vectis in procurement-automation SaaS, we anticipate that the FTC will issue a Second Request for additional information in approximately mid- to late April 2025. The existence of the U.S. Second Request process is relevant context for the Bundeskartellamt filing, as it may influence the Bundeskartellamt's own assessment of the competitive dynamics at issue.
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, Suite 300, South San Francisco, CA 94080
• Chief Executive Officer: Michael Parekh
• Ownership: Controlled by Ardent Capital Partners II LP (Ardent Capital's predecessor fund)
• 2024 worldwide revenue: $68,000,000
• Business description: Vectis Solutions provides a cloud-based procurement-automation SaaS platform serving mid-market and enterprise customers. Its product suite includes modules for spend analysis, supplier management, purchase order automation, and invoice reconciliation.
German Operations:
• German subsidiary: Vectis GmbH (HRB number and registered office to be confirmed by Dr. Wendt based on Handelsregister search)
• 2024 German revenue (Vectis GmbH): €12,000,000
• German operations: Sales and customer support for German and DACH-region customers
The competitive overlap between Vectis Solutions and the Target's Luminex One platform is concentrated in the procurement-automation SaaS segment. Both companies offer cloud-based procurement-automation solutions to enterprise customers, and there is material overlap in their respective customer bases, particularly in the German and broader DACH market.
We instruct you to include in the notification a detailed product-overlap analysis focusing on the enterprise procurement-automation modules offered by Luminex and Vectis, respectively. The analysis should address the degree of functional overlap, customer overlap, pricing dynamics, and any relevant differences in product positioning (e.g., customer size segments, industry verticals, deployment models). Combined German market share data and competitive dynamics in the procurement-automation SaaS segment should be presented in detail.
A summary of Vectis Solutions LLC and Vectis GmbH, including entity details, revenue, and business description, is enclosed as Enclosure 4.
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) Identification of all undertakings concerned (beteiligte Unternehmen): The notification must identify Ardent Capital Partners III LP, Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., Luminex Systems Holdings Inc., Luminex Systems AG, Luminex Systems GmbH, and all other controlled subsidiaries and portfolio companies of the acquirer group and the Target group. For the acquirer group, this must include all portfolio companies controlled by funds managed by Ardent Capital and its affiliates that have any German nexus (revenue or registered entities).
(b) Organizational charts: Complete organizational charts for both the acquirer group (including all Ardent fund portfolio companies with German nexus) and the Target group must be included. We have enclosed preliminary organizational charts as Enclosures 2 and 3; these may require supplementation once complete portfolio company data is available.
(c) Turnover data: Turnover data for the most recent completed fiscal year (2024) for all undertakings concerned, broken down by (i) worldwide turnover, (ii) EU-wide turnover, and (iii) German domestic turnover, in each case expressed in euros.
(d) Transaction description: A detailed description of the Transaction structure (reverse triangular merger under Delaware law), the consideration ($2,800,000,000 aggregate equity value, with management rollover equity of approximately $405,020,000), the resulting ownership structure post-closing, and the economic rationale for the Transaction.
(e) Market definition analysis and competitive assessment: A thorough analysis of all relevant product and geographic markets in which the participating undertakings are active, with particular focus on overlapping markets. This is addressed in further detail in Section 5.2 below.
(f) Pre-notification contacts: If in your judgment a pre-notification contact (Vorgespräch) with the Bundeskartellamt would be advisable prior to the formal filing, please advise us immediately so that we can coordinate accordingly.
5.2 Relevant Product and Geographic Markets
We request that the notification address the following market definitions, at a minimum:
(a) Procurement-automation SaaS: This is the narrowest plausible relevant product market and the market in which the most significant competitive overlap between Luminex and Vectis exists. The notification should define this market by reference to the Bundeskartellamt's decisional practice regarding software-as-a-service and enterprise software markets, and should include data on market size, market shares, competitor landscape, customer switching costs, barriers to entry, and recent competitive dynamics.
(b) Enterprise SaaS / ERP software: This is a broader potential relevant product market that encompasses procurement-automation SaaS as a sub-segment. We believe it is important for the notification to present arguments that the relevant market may be defined more broadly than procurement-automation SaaS alone, as a broader market definition would result in significantly lower combined market shares for the participating undertakings.
(c) Supply-chain analytics software: Luminex One includes a supply-chain analytics module, and this segment should be addressed as a distinct potential product market to the extent that any participating undertaking is active in this space.
(d) Geographic market: The notification should address whether the relevant geographic market is defined as (i) Germany, (ii) the European Economic Area (EEA), or (iii) worldwide. Given the cloud-based, cross-border nature of SaaS products, there are strong arguments in favor of a broader geographic market definition (EEA-wide or worldwide), which would further dilute combined market shares. The analysis should reference the Bundeskartellamt's decisional practice and any relevant European Commission precedent on geographic market definition for SaaS and enterprise software mergers.
In preparing the competitive analysis, please include comprehensive data on the following:
• Total addressable market size for each relevant product market in Germany and, where applicable, EEA-wide and worldwide
• Market shares of the participating undertakings and their principal competitors, including companies such as Ostrander Industries, Pemberton & Co., Brightwater Technologies, Halcyon Holdings, Meridian Corporation, and Cobalt Ridge Holdings (as applicable to the German market)
• Customer switching costs and the ease with which customers can migrate between competing platforms
• Barriers to entry and expansion in the relevant markets
• Recent market trends, including organic growth rates, new market entrants, and significant competitive developments
Please reference the Bundeskartellamt's decisional practice on SaaS and software mergers, including any recent decisions of the Bundeskartellamt or the Oberlandesgericht Düsseldorf that are relevant to market definition in this sector.
5.3 Filing Timeline
The target filing date is April 9, 2025. The relevant timeline considerations are as follows:
• Phase I review period: Pursuant to GWB §40(1), the Bundeskartellamt must complete its Phase I review within one month from the date of receipt of a complete notification. If the filing is accepted as complete on April 9, 2025, the Phase I review period would expire on or about May 9, 2025.
• Phase I clearance scenario: If Phase I clearance is achieved, the Bundeskartellamt will issue a decision clearing the concentration (or will allow the review period to expire without issuing a prohibition or initiating a Phase II investigation), and the German condition to closing will be satisfied.
• Phase II investigation scenario: If the Bundeskartellamt determines that the concentration raises serious competition concerns that cannot be resolved in Phase I, it may initiate a Phase II investigation (Hauptprüfverfahren) pursuant to GWB §40(2). The Phase II review period is four months from the date of receipt of a complete notification. In this scenario, clearance would not be expected until on or about August 9, 2025.
• Overall transaction timeline: The Transaction has an overall closing target of Q3 2025 (July–August 2025). The outside date for closing under the Merger Agreement is September 10, 2025, which may be extended to December 10, 2025 in the event of delays attributable to the regulatory approval process. Achieving Phase I clearance in Germany is therefore of significant importance to the overall transaction timeline and the parties' ability to close the Transaction within the targeted timeframe.
We emphasize the critical importance of achieving a Phase I clearance in this matter. A Phase II investigation would create significant scheduling pressure and could potentially jeopardize the Transaction timetable. We therefore instruct you to prepare the notification in a manner that maximizes the likelihood of Phase I clearance, including by presenting the most favorable competitive narrative and by providing comprehensive, high-quality data and analysis that address any potential concerns the Bundeskartellamt may have.
5.4 Filing Fee
We note that the applicable filing fee for a merger control notification with the Bundeskartellamt is currently €50,000 for Phase I proceedings under GWB §80(1), subject to potential increase in the event of a Phase II investigation. We instruct you to advance the filing fee on our behalf and to invoice the filing fee to Calderwood & Harkness LLP for reallocation to Ardent Capital's account. Please include the filing fee as a separate line item on your invoice.
5.5 Language. The notification must be filed in German in accordance with the Bundeskartellamt's procedural requirements. We request that you provide Calderwood & Harkness with the following:
(a) An English-language summary of the notification at the time of filing, of sufficient detail to allow our antitrust team to confirm the accuracy and consistency of the filing with the positions taken in other jurisdictions.
(b) English translations of all material correspondence with the Bundeskartellamt, including any information requests, requests for additional documents, and substantive communications regarding the review process.
Calderwood & Harkness will provide English-language source documents for your use in preparing the notification; your team should prepare German translations of these documents as needed for inclusion in or submission with the filing.
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 your reference:
(a) United States — HSR Act Filing:
A pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act was filed on March 28, 2025. The HSR Transaction Number is HSR-20250328-4192. The reviewing agency is the Federal Trade Commission (FTC). Based on the competitive overlap between Luminex and Vectis in the procurement-automation SaaS segment, we anticipate that the FTC will issue a Second Request for additional information and documentary material on or about April 25, 2025. Calderwood & Harkness is managing the HSR filing and Second Request process directly.
(b) United States — CFIUS Voluntary Joint Notice:
A voluntary joint notice was filed with the Committee on Foreign Investment in the United States (CFIUS) on April 4, 2025. The CFIUS Tracking Number is CFIUS-2025-0087. The 45-day initial review period is expected to expire on or about May 19, 2025. The CFIUS filing was made as a precautionary measure given the Target group's Swiss parent entity and its provision of software services to U.S. government contractors.
(c) Switzerland — Swiss Competition Authority Notification:
A merger notification was filed with the Swiss Competition Commission (WEKO / COMCO) on April 7, 2025 through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld, lead partner), the Swiss local counsel for Ardent Capital in this Transaction. The Swiss Competition Authority File Number is 32-0973. Breitfeld Hess & Partner AG is located at Talstrasse 62, 8001 Zürich, Switzerland.
(d) European Union — Foreign Subsidies Regulation (FSR) Notification:
A notification under the EU Foreign Subsidies Regulation is scheduled to be filed on April 11, 2025 through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld). The anticipated EU FSR Case Number is FSR.M.2025-0412. This filing relates to the assessment of any foreign subsidies that may distort competition in the EU internal market.
Coordination Instructions:
We request that you coordinate messaging and competitive analysis with Dr. Lukas Breitfeld of Breitfeld Hess & Partner AG (Talstrasse 62, 8001 Zürich, Switzerland; email and telephone details to be provided under separate cover) regarding the Swiss and EU filings. In particular, it is essential to ensure consistency of market definitions and competitive data across the German, Swiss, and EU filings. The Bundeskartellamt may seek to coordinate with WEKO or the European Commission, and any inconsistencies in the positions taken in the various jurisdictions could create significant difficulties for the Transaction.
We further request that you coordinate with Elaine Forsythe (Calderwood & Harkness, Specialist Partner, Antitrust & Competition) regarding the alignment of the positions taken in the German filing with the arguments and analysis presented in the U.S. HSR filing and any subsequent Second Request response. Ms. Forsythe will serve as the central coordinating point for all antitrust and competition matters across jurisdictions, and any substantive questions regarding competitive analysis, market definition, or remedies should be directed to her in the first instance.
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 to a significant impediment to effective competition (erhebliche Behinderung wirksamen Wettbewerbs, or "SIEC") within the meaning of GWB §36, we acknowledge that it is likely to attract scrutiny and may require a robust and well-supported competitive narrative in the notification.
We instruct you to present the most favorable competitive narrative in the notification, including the following arguments:
(a) Broader market definition: The relevant product market is broader than procurement-automation SaaS alone. The appropriate market definition should encompass the broader enterprise SaaS or ERP software market, in which the combined market share of Luminex and Vectis is significantly lower. Procurement automation is a module or feature within larger ERP and enterprise software suites offered by major competitors such as Hollowell & Co., Ridgeline Industries, and Ashbury Holdings, and should not be artificially isolated as a standalone market.
(b) Significant competitors: There are significant and well-resourced competitors in the German market for procurement-automation SaaS and enterprise software, including Ostrander Industries (which holds a dominant position in Germany as the market leader in procurement software), Pemberton & Co. (now part of Ostrander Equity Partners's portfolio), Brightwater Technologies, Halcyon Holdings, Meridian Corporation, and Cobalt Ridge Holdings, among others. The Transaction does not eliminate a significant competitive constraint.
(c) Manageable customer switching costs: Customer switching costs in the SaaS procurement-automation segment are manageable and declining over time, as cloud-based deployment models and modern API-based integration capabilities reduce lock-in effects relative to legacy on-premises software. Customers retain meaningful ability to switch between competing platforms.
(d) No creation or strengthening of a dominant position: The Transaction does not create or strengthen a dominant position in any relevant market. The combined entity will continue to face vigorous competition from well-established competitors with significantly greater market share (in the case of Ostrander Industries) and substantial financial and technical resources.
Remedies Considerations:
Calderwood & Harkness is separately analyzing potential remedies and divestiture scenarios on a privileged basis in the event that the Bundeskartellamt or other competition authorities raise concerns that cannot be resolved through competitive analysis and advocacy alone. At this stage, Dr. Wendt should not address remedies in the initial filing and should not volunteer any willingness to offer commitments or divestitures. However, your team should be prepared to discuss potential remedies if and when the topic is raised by the Bundeskartellamt during the course of the review.
All future correspondence with the Bundeskartellamt regarding this Transaction should reference File No. B6-34/25 (or such other file number as may be assigned by the Bundeskartellamt upon receipt of the notification).
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 information and will provide it to you under separate cover. In the interim, please advise us if there is any additional information you require regarding the acquirer group structure for purposes of the "undertaking concerned" analysis.
(b) Audited financial statements for Luminex Systems GmbH (FY2024). We note that the Target group's independent auditor is Hargrove Thornton LLP (contact: Margaret Dawson; One Liberty Plaza, 165 Broadway, New York, NY 10006). We will coordinate with the Target's counsel to obtain the GmbH-level audited financial statements and will forward them to you upon receipt.
(c) Audited financial statements for Vectis GmbH (FY2024). We will coordinate with Ardent Capital and the Vectis management team to obtain these and will forward them to you promptly.
(d) Organizational charts for the acquirer group and the Target group. Preliminary versions are enclosed as Enclosures 2 and 3. These may require supplementation once we have confirmed the full roster of Ardent Capital portfolio companies with German nexus.
(e) German market data for procurement-automation SaaS and enterprise SaaS/ERP. Please advise whether Wendt Schäfer has access to relevant market studies or industry reports (e.g., from Penmark Consulting Group, Fenmore Consulting Group, Meridian Advisors, or comparable sources) covering the German market. If not, we will procure the necessary data through our own resources and provide it to you.
(f) Details on any pending or recent proceedings involving Luminex Systems GmbH or Vectis GmbH before the Bundeskartellamt. Please confirm whether you are aware of any pending or recently concluded proceedings (merger control, abuse of dominance, cartel, or other proceedings) involving either entity. We will also make inquiries of the client and the Target group.
Calderwood & Harkness will provide English-language documents; Dr. Wendt's team should prepare German translations as needed for inclusion in the filing. We will endeavor to provide all requested materials as quickly as possible to allow sufficient time for preparation of the notification before the April 9, 2025 target filing date.
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 strategic decisions, please contact James Prentice. For day-to-day document coordination, information requests, and logistics, Ryan Kowalski and Megan Chu are your primary points of contact.
Calderwood & Harkness maintains offices at 7 Times Square, New York, NY 10036 (main office) and 1 Angel Court, London EC2R 7HJ, United Kingdom (European coordination). For time-zone convenience, matters requiring prompt attention during European business hours may be directed to our London office, and we will provide you with a supplemental contact list for the London team if needed.
Client Contacts — Ardent Capital Partners:
• Victoria Langford, Co-Founder & Managing Partner
• David Ng, Chief Financial Officer
• Address: 399 Park Avenue, 42nd Floor, New York, NY 10022
Please note that all communications with Ardent Capital should be channeled through Calderwood & Harkness, and direct contact with the client should be made only with our prior approval or in circumstances of operational urgency where we are unavailable.
Target Contacts (For Operational Information):
• Dr. Stefan Kessler, Chief Executive Officer, Luminex Systems AG
• Annelise Gruber, Chief Financial Officer, Luminex Systems AG
• Luminex Systems AG: Bahnhofstrasse 71, 8001 Zürich, Switzerland
• Luminex Systems GmbH office: Leopoldstrasse 120, 80802 Munich, Germany
Communications with Target management regarding the provision of operational information for the filing should be coordinated through Calderwood & Harkness and through the Seller's counsel, as appropriate.