1001-00004 · Ardent Capital Partners · Antitrust & Regulatory

ftc-timing-agreement-draft.docx DOCUMENT M&A / Corporate

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Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP 7 Times Square New York, NY 10036

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

Elaine Forsythe Partner Antitrust & Competition Group Direct Dial: (212) 558-4217 eforsythe@calderwoodharkness.com

[DATE — TO BE INSERTED UPON TRANSMISSION] [Anticipated: Late April 2025]

VIA ELECTRONIC MAIL AND HAND DELIVERY

[Name of Assigned Staff Attorney(s) — to be inserted] Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. 20580

Re: Proposed Timing Agreement — Acquisition of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc.; HSR Transaction No. HSR-20250328-4192

Dear [Staff Attorney Name(s)]:

I. Introduction

This firm represents Ardent Capital Partners III LP ("Ardent Capital" or the "Sponsor") and its wholly owned subsidiaries, Ardent Apex Holdings Inc. ("Parent") and Ardent Apex Merger Sub Inc. ("Merger Sub," and together with the Sponsor and Parent, the "Acquiring Persons"), in connection with the proposed acquisition of Luminex Systems Holdings Inc. ("Luminex" or the "Target") (the "Transaction"). Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, were filed on behalf of Parent and Merger Sub on March 28, 2025, and assigned HSR Transaction No. HSR-20250328-4192. The initial thirty (30) calendar-day waiting period under Section 7A(b)(1)(A) of the Clayton Act is set to expire at 11:59 p.m. Eastern Time on April 27, 2025.

The Acquiring Persons anticipate that the Federal Trade Commission ("FTC" or the "Commission") may issue a Request for Additional Information and Documentary Material (a "Second Request") pursuant to Section 7A(e) of the Clayton Act, 15 U.S.C. § 18a(e), prior to the expiration of the initial waiting period. The Acquiring Persons anticipate that issuance may occur on or about April 25, 2025.

The purpose of this letter is to propose, on behalf of Parent and Merger Sub as the filing entities under the HSR Act, a framework for a timing agreement that would govern: (a) the Second Request compliance period and the process for document and data productions; (b) custodian and search term negotiations; (c) investigational hearings; (d) certification of substantial compliance; and (e) the post-certification waiting period. The Acquiring Persons submit this proposal in order to facilitate an efficient, cooperative, and transparent review process that serves the interests of all parties and the public. The Acquiring Persons are committed to working constructively with the staff of the Bureau of Competition ("Staff") throughout the investigation.

This letter is submitted in draft form and the Acquiring Persons look forward to discussing and refining the terms of the proposed timing agreement with Staff at the earliest opportunity following issuance of any Second Request.

II. Summary of the Transaction

A. Transaction Overview

Pursuant to an Agreement and Plan of Merger dated March 24, 2025 (the "Merger Agreement"), by and among Parent, Merger Sub, and Luminex, Merger Sub will merge with and into Luminex in a reverse triangular merger effected under the Delaware General Corporation Law (the "DGCL"), with Luminex surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). Upon consummation of the Merger, the separate corporate existence of Merger Sub will cease, and all of the outstanding shares of common stock of Luminex will be converted into the right to receive merger consideration in cash.

The total consideration for the Transaction is approximately $2,800,000,000 in aggregate equity value, representing a price of $20.00 per share based on 140,000,000 fully diluted shares of Luminex common stock. The Transaction is not subject to a financing condition; equity financing has been committed by Ardent Capital Partners III LP, and debt financing commitments have been obtained from a syndicate of lenders.

B. The Parties

Buyer / Sponsor. Ardent Capital Partners III LP is a Delaware limited partnership and private equity fund with approximately $12.5 billion in committed capital (Fund III, vintage 2023). Ardent Capital is headquartered at 399 Park Avenue, 42nd Floor, New York, NY 10022. Ardent Capital was co-founded by, and is managed by, Theodore ("Ted") Hargrove and Victoria Langford, who serve as Co-Founders and Managing Partners. Ardent Capital focuses on investments in enterprise technology, business services, and healthcare information technology.

Parent. Ardent Apex Holdings Inc. is a Delaware corporation incorporated on March 5, 2025, for the sole purpose of effectuating the Transaction. Parent is wholly owned by Ardent Capital Partners III LP and has no operations other than those incident to its formation and the Transaction.

Merger Sub. Ardent Apex Merger Sub Inc. is a Delaware corporation incorporated on March 7, 2025, for the sole purpose of effectuating the Merger. Merger Sub is wholly owned by Parent and has no operations other than those incident to its formation and the Transaction. Upon consummation of the Merger, Merger Sub will cease to exist as a separate legal entity.

Target. Luminex Systems Holdings Inc. is a Delaware corporation incorporated on June 14, 2021, and headquartered at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex Holdings serves as the intermediate U.S. holding company for the worldwide operations of Luminex Systems AG, a Swiss Aktiengesellschaft headquartered in Zürich, Switzerland. Dr. Stefan Kessler serves as Chief Executive Officer of Luminex, and Annelise Gruber serves as Chief Financial Officer.

Selling Shareholders. The principal selling shareholders of Luminex are: (i) Ridgeline Growth Equity Fund II LP, which holds approximately 52% of the outstanding shares of Luminex common stock; (ii) Meridian Venture Partners IV LP, which holds approximately 20% of the outstanding shares; and (iii) members of management and employees of Luminex, who collectively hold approximately 28% of the outstanding shares.

C. Target Business Description

Luminex is a cloud-based enterprise software-as-a-service ("SaaS") company. Its flagship product, the "Luminex One" platform, provides integrated enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics solutions to large and mid-market enterprises across multiple industries. The Luminex One platform is delivered on a multi-tenant cloud architecture and serves customers in manufacturing, financial services, healthcare, retail, and government sectors.

For the fiscal year ended December 31, 2024, Luminex reported total revenue of approximately $487 million, comprised of approximately $441 million in annual recurring revenue ("ARR") from subscription contracts and approximately $46 million in professional services revenue. Adjusted EBITDA for fiscal year 2024 was approximately $121.8 million, representing an Adjusted EBITDA margin of approximately 25.0%. Luminex employs approximately 4,200 persons globally. Luminex's key geographic markets, measured by ARR, include: the DACH region (Germany, Austria, and Switzerland) (approximately 35% of ARR); North America (approximately 40% of ARR); the United Kingdom and Nordic countries (approximately 15% of ARR); and the Asia-Pacific region (approximately 10% of ARR).

Luminex's principal U.S. operating subsidiary is Luminex Systems Inc., a Delaware corporation, which generated approximately $194.8 million in U.S. revenue in fiscal year 2024 and employs approximately 1,650 persons in the United States. Luminex Systems Inc. maintains offices in Reston, Virginia; Austin, Texas; and San Francisco, California.

D. Competitive Overlap — Vectis Solutions LLC

The Acquiring Persons recognize that the Transaction gives rise to a competitive overlap warranting the Commission's attention. Ardent Capital Partners II LP, an affiliated fund managed by the same general partner as Ardent Capital Partners III LP, holds a controlling equity interest in Vectis Solutions LLC ("Vectis"), a Delaware limited liability company headquartered at 4000 Shoreline Court, Suite 300, South San Francisco, California 94080. Michael Parekh serves as Chief Executive Officer of Vectis.

Vectis is a provider of cloud-based procurement-automation SaaS solutions, serving primarily mid-market enterprises in the technology, financial services, and professional services verticals. For the fiscal year ended December 31, 2024, Vectis reported total revenue of approximately $68 million.

The Acquiring Persons have conducted a preliminary competitive analysis and estimate that Luminex holds an approximately 18% share, and Vectis holds an approximately 7% share, of the procurement-automation SaaS market in North America (as the Acquiring Persons have tentatively defined it for purposes of the HSR notification). On a combined basis, the post-Transaction share would be approximately 25%. The Acquiring Persons acknowledge that the precise definition of the relevant product market and geographic market is subject to further analysis and discussion, and that market shares will depend on the scope of the market ultimately defined.

The Acquiring Persons are prepared to engage constructively and in good faith with Staff on the scope of the relevant product and geographic markets, the competitive effects of the proposed Transaction, conditions of entry and expansion, and the overall competitive landscape in the procurement-automation SaaS segment. The Acquiring Persons believe that a full analysis of the competitive conditions in this market—including the presence of multiple well-funded competitors, low barriers to customer switching, rapid innovation, and the absence of significant network effects—will demonstrate that the Transaction is unlikely to substantially lessen competition in any relevant market.

III. Proposed Timing Agreement Framework

The Acquiring Persons respectfully propose the following framework for a timing agreement. The Acquiring Persons recognize that timing agreements are negotiated instruments and welcome Staff's input on all elements of this proposal.

A. Second Request Compliance Period

The Acquiring Persons propose that they shall have a compliance period of [60/90] calendar days from the date of issuance of the Second Request within which to substantially comply with the Second Request. The Acquiring Persons have bracketed this period for negotiation. The Acquiring Persons' strong preference is for a sixty (60) calendar-day compliance period, and the Acquiring Persons will work diligently and in good faith toward completing their production within that timeframe. However, the Acquiring Persons respectfully request the flexibility to extend the compliance period to ninety (90) calendar days, if necessary, in light of the following considerations:

(a) The Transaction involves entities operating across multiple jurisdictions, including the United States, Switzerland, Germany, the United Kingdom, and Singapore, each with distinct data protection regimes and cross-border data transfer requirements. Collection, processing, and review of potentially responsive materials located abroad may require additional time to comply with applicable data localization and privacy laws, including the European Union General Data Protection Regulation ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), and similar regimes.

(b) The document populations of multiple custodians across both the Acquiring Persons and Vectis Solutions LLC will need to be collected, processed, de-duplicated, reviewed for responsiveness and privilege, and produced. The Acquiring Persons anticipate that the volume of potentially responsive materials will be substantial, given the breadth of the entities involved and the global scope of operations.

(c) Certain ordinary-course business data, including sales data, pricing data, win/loss data, and customer data, may need to be extracted from multiple enterprise systems across Luminex, Vectis, and Ardent Capital, and formatted in a manner that is usable and responsive to the specifications in the Second Request.

The Acquiring Persons commit to using their best efforts to produce responsive materials on a rolling basis throughout the compliance period. The Acquiring Persons anticipate that a significant volume of responsive documents and data can and will be produced well in advance of the expiration of the compliance period. The Acquiring Persons are also willing to prioritize the production of materials identified by Staff as most relevant to their competitive analysis, including documents and data relating to the procurement-automation SaaS market overlap between Luminex and Vectis.

B. Custodian and Search Term Negotiations

The Acquiring Persons propose that, within five (5) business days of the date of issuance of the Second Request, the parties hold an initial meet-and-confer to discuss and negotiate custodians, search terms, and document collection and production protocols.

As an initial proposal, the Acquiring Persons anticipate designating the following individuals as custodians for purposes of the Second Request production:

Ardent Capital Partners:

1. Theodore ("Ted") Hargrove — Co-Founder & Managing Partner

2. Victoria Langford — Co-Founder & Managing Partner

3. Marcus Ellison — Partner, Head of Enterprise Technology Investments

4. Priya Chandrasekaran — Principal, Enterprise Technology Team

5. David Ng — Vice President, Enterprise Technology Team

Vectis Solutions LLC:

6. Michael Parekh — Chief Executive Officer

7. Such additional Vectis custodians as may be identified cooperatively with Staff

Luminex Systems Holdings Inc.:

8. Such Luminex personnel as may be identified cooperatively with Staff and with seller's counsel, taking into account the respective custodians designated by Luminex in its own Second Request compliance process

The Acquiring Persons recognize that Staff may wish to add custodians or modify the proposed list and are willing to work cooperatively to reach agreement on a final custodian list that is both comprehensive and proportionate to the competitive issues presented by the Transaction.

With respect to search terms, the Acquiring Persons express their willingness to negotiate search terms collaboratively with Staff, with the objective of reaching agreement on a set of search terms that are tailored to the competitive issues presented by the Transaction—particularly the overlap in procurement-automation SaaS between Luminex and Vectis—and that are designed to identify responsive materials efficiently while minimizing the burden of over-inclusive searches. The Acquiring Persons propose that the parties work toward agreement on search terms within fifteen (15) business days of the date of issuance of the Second Request.

The Acquiring Persons further propose a de-duplication and privilege-logging protocol as follows: (i) documents will be de-duplicated across custodians using standard e-discovery de-duplication methods (MD5 or SHA-1 hash values); (ii) a privilege log identifying all documents withheld on the basis of attorney-client privilege, work product protection, or any other applicable privilege will be provided on a rolling basis during the production period; and (iii) the privilege log will be completed no later than ten (10) business days after the close of the document production. The Acquiring Persons are prepared to discuss the format and content of the privilege log with Staff and to adhere to the Commission's standard privilege log requirements.

C. Data and Economic Submissions

The Acquiring Persons propose to provide ordinary-course business data in connection with the Second Request in a timely and cooperative manner. The categories of data that the Acquiring Persons anticipate producing include, but are not limited to:

(a) Sales data, including historical revenue data by product line, customer, and geography for Ardent Capital's relevant portfolio companies (principally Vectis Solutions LLC);

(b) Customer data, including customer lists, contract terms, annual contract values, renewal rates, and churn data;

(c) Win/loss data, including competitive bid data, RFP outcomes, and analysis of competitive losses and wins maintained in the ordinary course;

(d) Pricing data, including pricing schedules, discount structures, and pricing strategy documents; and

(e) Such additional data categories as Staff may specify in the Second Request or request during the compliance process.

The specific format, scope, and granularity of data submissions will be discussed and agreed with Staff following issuance of the Second Request. The Acquiring Persons are committed to providing data in formats that are usable by Staff and consistent with the Commission's data specifications.

In addition, the Acquiring Persons anticipate engaging a qualified economic expert to assist in the analysis of the competitive effects of the Transaction. The Acquiring Persons are willing to present economic analysis and/or white papers to Staff at a mutually convenient time to assist in the competitive assessment. Such economic submissions may address, among other topics: the proper definition of the relevant product and geographic markets; market concentration and competitive conditions; barriers to entry and expansion; the significance of innovation and product differentiation in the procurement-automation SaaS segment; and the likely competitive effects of the Transaction. The Acquiring Persons believe that such submissions will be informative and useful to Staff's analysis.

With respect to the competitive overlap between Luminex and Vectis in procurement-automation SaaS, the Acquiring Persons commit to prioritizing the preparation and production of market share data, customer overlap analyses (including an analysis of the extent to which Luminex and Vectis compete for the same customers or customer segments), competitive landscape information, and other data bearing on the competitive effects of the Transaction in this segment. The Acquiring Persons' preliminary estimates—approximately 18% market share for Luminex and approximately 7% market share for Vectis, for a combined share of approximately 25%—are based on the Acquiring Persons' internal analysis and are subject to refinement based on further data collection and analysis, as well as discussion with Staff regarding the appropriate market definition.

D. Investigational Hearings (Depositions)

The Acquiring Persons acknowledge that Staff may wish to conduct investigational hearings (sometimes referred to as depositions) of key personnel of the Acquiring Persons and their affiliates in connection with the investigation. The Acquiring Persons are committed to cooperating with Staff in this regard.

The Acquiring Persons propose that investigational hearings be scheduled cooperatively between the parties and that, to the extent practicable, such hearings take place after substantial completion of the document production. The Acquiring Persons believe that scheduling hearings after the bulk of the document production has been made available to Staff will allow Staff to prepare more efficiently, will result in more productive hearings, and will minimize the need for follow-up sessions.

The Acquiring Persons are willing to make available the following individuals for investigational hearings, subject to reasonable scheduling accommodations:

1. Theodore ("Ted") Hargrove — Co-Founder & Managing Partner, Ardent Capital Partners III LP

2. Victoria Langford — Co-Founder & Managing Partner, Ardent Capital Partners III LP

3. Michael Parekh — Chief Executive Officer, Vectis Solutions LLC

4. Such other persons as Staff may reasonably request, including additional Ardent Capital investment professionals and Vectis executives

The Acquiring Persons request that Staff provide at least ten (10) business days' advance notice before scheduling any investigational hearing, and that the parties cooperate in good faith to identify mutually convenient dates. The Acquiring Persons further request that, to the extent possible, Staff provide the topics or areas of inquiry in advance of each hearing to facilitate preparation.

IV. Certification

A. Certification of Substantial Compliance

Upon completion of the production of all responsive documents and data, the Acquiring Persons shall certify substantial compliance with the Second Request in accordance with 16 C.F.R. § 803.20. The certification will be submitted by counsel on behalf of Parent and Merger Sub, attesting that the Acquiring Persons have made a good-faith effort to comply with the Second Request and that all responsive materials within their possession, custody, or control have been produced, subject to any agreed-upon limitations and applicable privilege claims.

The Acquiring Persons respectfully request that Staff confirm receipt of the certification within two (2) business days of its submission. The Acquiring Persons further request that Staff identify any deficiencies in the production—including any categories of responsive materials that Staff believes have not been adequately addressed—within five (5) business days of receipt of the certification. In the event that Staff identifies deficiencies, the Acquiring Persons commit to undertaking a supplemental production to address such deficiencies and to submitting a re-certification within ten (10) business days of receiving Staff's deficiency notice. The Acquiring Persons believe that this process will help to avoid unnecessary delays and will ensure that the certification process is completed efficiently and in a manner that provides Staff with confidence in the completeness of the production.

B. Post-Certification Waiting Period

Under Section 7A(b)(1)(B) of the Clayton Act, 15 U.S.C. § 18a(b)(1)(B), a new thirty (30) calendar-day waiting period commences upon certification of substantial compliance with the Second Request. The Acquiring Persons propose that the parties agree that the Acquiring Persons will not consummate the Transaction for a period of thirty (30) calendar days following the date of certification (i.e., the statutory waiting period), unless the Commission grants early termination of the waiting period or otherwise concludes its review prior to the expiration of such period.

The Acquiring Persons are willing to discuss, in good faith, a reasonable extension of the post-certification waiting period if Staff demonstrates a need for additional time to complete its competitive analysis. By way of example, the Acquiring Persons would consider an extension of the post-certification waiting period by up to an additional thirty (30) calendar days, for a total post-certification period of sixty (60) calendar days, if Staff provides a reasonable justification for the extension. Any such extension would be subject to the condition that it does not unduly prejudice the Acquiring Persons' ability to consummate the Transaction within the timeframe established by the Merger Agreement (as discussed in Section VI below). The Acquiring Persons reserve the right to decline any proposed extension that, in their reasonable judgment, would materially jeopardize the contractual timeline for closing.

V. Pull-and-Refile Rights

A. Reservation of Pull-and-Refile Right

The Acquiring Persons expressly reserve the right, at any time prior to certification of substantial compliance with the Second Request, to withdraw the pending HSR notification and refile a new Notification and Report Form, thereby restarting a new initial thirty (30) calendar-day waiting period under Section 7A(b)(1)(A) of the Clayton Act. This reservation is a standard procedural safeguard, and the Acquiring Persons do not currently intend or anticipate exercising such right. The Acquiring Persons' strong preference is to comply with the Second Request and proceed through the certification process in an orderly and timely manner.

In the event that the Acquiring Persons determine to exercise the pull-and-refile right, they agree to provide Staff with at least three (3) business days' prior written notice before withdrawing the pending notification. Such notice will be provided in writing to Staff and will identify the anticipated date of refiling.

B. Effect of Pull-and-Refile on Timing Agreement

The Acquiring Persons propose two alternative approaches to address the effect of a pull-and-refile on the timing agreement:

Alternative A — Automatic Termination. If the Acquiring Persons exercise a pull-and-refile, the timing agreement shall terminate automatically upon withdrawal of the pending notification, and the parties may negotiate a new timing agreement applicable to the refiled notification. Under this approach, the terms of the original timing agreement would have no further force or effect following withdrawal, and the parties would be free to negotiate new terms suited to the circumstances then prevailing.

Alternative B — Carry-Forward. Alternatively, the Acquiring Persons propose that the parties agree that, if both parties so agree in writing, the substantive terms of the timing agreement may carry forward and apply to the refiled notification, with such date adjustments as are necessary to reflect the new filing date and the commencement of a new initial waiting period. This approach would preserve the cooperative framework established by the original timing agreement and avoid the need for re-negotiation.

The Acquiring Persons are agnostic as between these two alternatives and are willing to adopt whichever approach Staff prefers or to discuss other approaches that Staff may propose.

VI. Contractual Timeline Considerations

The Acquiring Persons respectfully draw Staff's attention to the contractual timeline for consummation of the Transaction. The Merger Agreement provides for an outside date of September 10, 2025 (the "Outside Date"), after which either party may terminate the Merger Agreement if the closing has not occurred. The Outside Date may be extended by either party, at its sole election, for up to three (3) additional months (to December 10, 2025, the "Extended Outside Date") solely in the event that the sole unsatisfied condition to closing as of the initial Outside Date is the receipt of all required regulatory approvals, including clearance under the HSR Act.

In addition, the Merger Agreement provides that a reverse termination fee of $140,000,000 (representing approximately 5% of the aggregate equity value of the Transaction) shall be payable by Parent to Luminex in the event that the Transaction fails to close due to, among other things, the failure of the Acquiring Persons to obtain required regulatory approvals by the Outside Date (or the Extended Outside Date, if applicable). This reverse termination fee reflects the significant financial risk borne by the Acquiring Persons in the event of regulatory delay or failure.

The Acquiring Persons accordingly have a strong incentive and commitment to cooperate fully and expeditiously with the FTC's investigation and to work diligently toward a resolution within a timeframe consistent with the Outside Date. The Acquiring Persons respectfully request that Staff work collaboratively with the Acquiring Persons to conclude the review—whether by clearance, consent order, or other resolution—within a timeframe that is consistent with the contractual timeline and that permits the Transaction to be consummated on or before the Outside Date. The Acquiring Persons recognize that the pace of the investigation is ultimately within the Commission's discretion, but believe that the cooperative framework proposed in this letter will help to ensure that the review proceeds efficiently and without unnecessary delay.

VII. Parallel International Regulatory Proceedings

The Acquiring Persons note that the Transaction is the subject of regulatory filings in multiple jurisdictions outside the United States, reflecting the global scope of Luminex's operations. The following filings have been made or are anticipated:

(a) Committee on Foreign Investment in the United States (CFIUS). A voluntary joint notice was filed with CFIUS on April 4, 2025 (Tracking No. CFIUS-2025-0087). The initial forty-five (45) calendar-day review period is expected to expire on or about May 19, 2025. The CFIUS filing addresses the acquisition of Luminex's U.S. business and operations, including Luminex Systems Inc., and the potential national security implications of the Transaction given Luminex's provision of ERP and supply-chain analytics solutions to certain U.S. government customers.

(b) Swiss Competition Authority / State Secretariat for Economic Affairs (SECO). A merger notification was filed with the Swiss competition authority on April 7, 2025 (File No. 32-0973). The filing is currently in Phase I review. The Swiss filing addresses the competitive effects of the Transaction in the Swiss and broader DACH region markets for enterprise SaaS, ERP, procurement automation, and supply-chain analytics.

(c) German Federal Cartel Office (Bundeskartellamt). A merger notification was filed with the Bundeskartellamt on April 9, 2025 (File No. B6-34/25). The filing is currently in Phase I review, with the initial one (1) month review period running from the date of receipt of the complete filing. The German filing addresses the competitive effects of the Transaction in the German market for enterprise SaaS and procurement-automation software.

(d) European Union Foreign Subsidies Regulation (FSR). A notification under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) was filed with the European Commission on April 11, 2025 (Case No. FSR.M.2025-0412). The preliminary review period of twenty-five (25) business days is currently running. The FSR notification addresses foreign financial contributions received by the Acquiring Persons and the Target in the three years preceding the notification.

The Acquiring Persons are willing to facilitate coordination between the FTC and international competition authorities, to the extent such coordination is permitted by law and consistent with applicable confidentiality protections and waivers. If Staff believes that inter-agency communication or coordination with any of the foregoing authorities would be useful to the FTC's review, the Acquiring Persons are prepared to provide appropriate confidentiality waivers to permit such communication. The Acquiring Persons note that the timing of the parallel international proceedings may affect the overall timeline for the Transaction and respectfully request that Staff take the pendency of these proceedings into account in scheduling the FTC's own review milestones.

VIII. Cooperation Commitments

The Acquiring Persons are committed to the highest level of cooperation throughout the FTC's review of the Transaction. Specifically, the Acquiring Persons commit to the following:

1. Single Point of Contact. The Acquiring Persons designate Elaine Forsythe, Partner, Antitrust & Competition Group, Calderwood & Harkness LLP, as the single point of contact for all communications related to the Second Request and the FTC's investigation. All communications from Staff regarding the investigation should be directed to Ms. Forsythe in the first instance. Ms. Forsythe will be supported by James Prentice, Partner (Responsible Partner, M&A), and Ryan Kowalski, Associate, both of Calderwood & Harkness LLP.

2. Prompt and Good Faith Responses. The Acquiring Persons will respond to all inquiries from Staff promptly and in good faith, and will endeavor to provide substantive responses to questions and requests within a reasonable timeframe.

3. Rolling Productions. The Acquiring Persons will provide rolling productions of responsive documents and data on at least a weekly basis throughout the compliance period, commencing as soon as practicable following agreement on custodians and search terms. The Acquiring Persons will prioritize the production of materials that Staff has identified as most relevant to their competitive analysis.

4. Regular Status Calls. The Acquiring Persons propose that counsel be available for regular status calls with Staff to discuss the progress of the compliance effort, any production issues, and the overall timeline for the investigation. The Acquiring Persons propose a bi-weekly call schedule, or such other frequency as Staff may prefer.

5. Privilege Dispute Resolution. The Acquiring Persons will promptly identify and work to resolve any privilege disputes or other production issues that arise during the compliance process. The Acquiring Persons are committed to a transparent and good-faith approach to privilege claims and will provide detailed privilege log entries sufficient to permit Staff to evaluate the basis for any privilege assertion.

6. Engagement on Remedies. The Acquiring Persons will cooperate in good faith regarding any potential remedies or structural solutions that may be proposed by Staff, including with respect to the competitive overlap between Luminex and Vectis Solutions LLC in the procurement-automation SaaS market. While the Acquiring Persons believe that the Transaction, as proposed, is unlikely to substantially lessen competition in any relevant market, the Acquiring Persons are open to constructive dialogue regarding potential remedies should Staff's analysis indicate that remedial action may be warranted.

IX. Confidentiality

The Acquiring Persons respectfully request that the FTC treat all information and materials provided by the Acquiring Persons in connection with the Second Request and the investigation as confidential commercial or financial information within the meaning of Section 6(f) of the FTC Act, 15 U.S.C. § 46(f), and the confidentiality provisions of the HSR Act, 15 U.S.C. § 18a(h). The Acquiring Persons further request that such information and materials be exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552, to the fullest extent permitted by law.

The Acquiring Persons note that the materials to be produced in response to the Second Request may contain highly sensitive and competitively significant business information of Ardent Capital Partners III LP, Luminex Systems Holdings Inc. and its subsidiaries, and Vectis Solutions LLC, including trade secrets, proprietary business strategies, pricing information, customer data, financial projections, and other information the disclosure of which could cause substantial competitive harm. Certain materials may also contain information subject to the attorney-client privilege, the work product doctrine, or other applicable evidentiary privileges and protections.

The Acquiring Persons reserve all rights with respect to privileged and protected materials. Nothing in this letter, the proposed timing agreement, or the production of documents and data in connection with the Second Request shall be construed as a waiver of any applicable privilege, immunity, or protection.

X. Contact Information

For the convenience of Staff, the contact information for counsel and client representatives is set forth below:

Lead Antitrust Counsel:

Elaine Forsythe Partner, Antitrust & Competition Group Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-4217

Email: eforsythe@calderwoodharkness.com

Additional Counsel:

James Prentice Partner (Responsible Partner, M&A) Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-3901

Email: jprentice@calderwoodharkness.com

Ryan Kowalski Associate, Antitrust & Competition Group Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-6340

Email: rkowalski@calderwoodharkness.com

Client Contact:

Victoria Langford Co-Founder & Managing Partner Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022 Telephone: (212) 909-7100

Email: vlangford@ardentcapital.com

Seller's Antitrust Counsel (for coordination purposes):

Gregory Lam Partner, Antitrust & Competition Group Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1200

Email: glam@caldwellraines.com

XI. Conclusion and Request for Meeting

The Acquiring Persons respectfully request that, promptly upon issuance of any Second Request, Staff schedule an introductory meeting or conference call with the Acquiring Persons' counsel to discuss: (a) the proposed timing agreement framework outlined in this letter; (b) the process and timeline for custodian and search term negotiations; (c) any preliminary questions or areas of focus that Staff has identified; and (d) the anticipated schedule for the investigation. The Acquiring Persons are available to meet with Staff on short notice and are flexible with respect to timing and format.

The Acquiring Persons believe that a cooperative and efficient review process serves the interests of all parties—the Commission, the Acquiring Persons, the Target, and the public. The Acquiring Persons are committed to engaging with Staff transparently and constructively throughout the investigation, and they are confident that a thorough review of the competitive conditions in the relevant markets will demonstrate that the Transaction is not likely to substantially lessen competition.

The foregoing proposal is submitted in draft form and for discussion purposes. The Acquiring Persons look forward to discussing and finalizing the terms of the timing agreement with Staff. The Acquiring Persons are open to modifications to any element of this proposal and welcome Staff's feedback and counterproposals.

We thank you in advance for your time and attention to this matter and look forward to working with you.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Elaine Forsythe Partner, Antitrust & Competition Group

On behalf of Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.

Enclosures: None (Draft)

cc:

James Prentice, Calderwood & Harkness LLP Sandra Tung, Calderwood & Harkness LLP Ryan Kowalski, Calderwood & Harkness LLP Theodore ("Ted") Hargrove, Ardent Capital Partners III LP Victoria Langford, Ardent Capital Partners III LP Gregory Lam, Caldwell, Raines & Sheppard LLP Patricia Okonkwo, Caldwell, Raines & Sheppard LLP

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT DRAFT — Subject to Review and Revision

PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 7 Times Square New York, NY 10036
Telephone: (212) 558-4000 Facsimile: (212) 558-3588
www.calderwoodharkness.com
Elaine Forsythe Partner Antitrust & Competition Group Direct Dial: (212) 558-4217 eforsythe@calderwoodharkness.com
[DATE — TO BE INSERTED UPON TRANSMISSION] [Anticipated: Late April 2025]
VIA ELECTRONIC MAIL AND HAND DELIVERY
[Name of Assigned Staff Attorney(s) — to be inserted] Bureau of Competition Federal Trade Commission 600 Pennsylvania Avenue, N.W. Washington, D.C. 20580
Re: Proposed Timing Agreement — Acquisition of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc.; HSR Transaction No. HSR-20250328-4192
Dear [Staff Attorney Name(s)]:
I. Introduction
This firm represents Ardent Capital Partners III LP ("Ardent Capital" or the "Sponsor") and its wholly owned subsidiaries, Ardent Apex Holdings Inc. ("Parent") and Ardent Apex Merger Sub Inc. ("Merger Sub," and together with the Sponsor and Parent, the "Acquiring Persons"), in connection with the proposed acquisition of Luminex Systems Holdings Inc. ("Luminex" or the "Target") (the "Transaction"). Notification and Report Forms under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. § 18a, were filed on behalf of Parent and Merger Sub on March 28, 2025, and assigned HSR Transaction No. HSR-20250328-4192. The initial thirty (30) calendar-day waiting period under Section 7A(b)(1)(A) of the Clayton Act is set to expire at 11:59 p.m. Eastern Time on April 27, 2025.
The Acquiring Persons anticipate that the Federal Trade Commission ("FTC" or the "Commission") may issue a Request for Additional Information and Documentary Material (a "Second Request") pursuant to Section 7A(e) of the Clayton Act, 15 U.S.C. § 18a(e), prior to the expiration of the initial waiting period. The Acquiring Persons anticipate that issuance may occur on or about April 25, 2025.
The purpose of this letter is to propose, on behalf of Parent and Merger Sub as the filing entities under the HSR Act, a framework for a timing agreement that would govern: (a) the Second Request compliance period and the process for document and data productions; (b) custodian and search term negotiations; (c) investigational hearings; (d) certification of substantial compliance; and (e) the post-certification waiting period. The Acquiring Persons submit this proposal in order to facilitate an efficient, cooperative, and transparent review process that serves the interests of all parties and the public. The Acquiring Persons are committed to working constructively with the staff of the Bureau of Competition ("Staff") throughout the investigation.
This letter is submitted in draft form and the Acquiring Persons look forward to discussing and refining the terms of the proposed timing agreement with Staff at the earliest opportunity following issuance of any Second Request.
II. Summary of the Transaction
A. Transaction Overview
Pursuant to an Agreement and Plan of Merger dated March 24, 2025 (the "Merger Agreement"), by and among Parent, Merger Sub, and Luminex, Merger Sub will merge with and into Luminex in a reverse triangular merger effected under the Delaware General Corporation Law (the "DGCL"), with Luminex surviving the merger as a wholly owned subsidiary of Parent (the "Merger"). Upon consummation of the Merger, the separate corporate existence of Merger Sub will cease, and all of the outstanding shares of common stock of Luminex will be converted into the right to receive merger consideration in cash.
The total consideration for the Transaction is approximately $2,800,000,000 in aggregate equity value, representing a price of $20.00 per share based on 140,000,000 fully diluted shares of Luminex common stock. The Transaction is not subject to a financing condition; equity financing has been committed by Ardent Capital Partners III LP, and debt financing commitments have been obtained from a syndicate of lenders.
B. The Parties
Buyer / Sponsor. Ardent Capital Partners III LP is a Delaware limited partnership and private equity fund with approximately $12.5 billion in committed capital (Fund III, vintage 2023). Ardent Capital is headquartered at 399 Park Avenue, 42nd Floor, New York, NY 10022. Ardent Capital was co-founded by, and is managed by, Theodore ("Ted") Hargrove and Victoria Langford, who serve as Co-Founders and Managing Partners. Ardent Capital focuses on investments in enterprise technology, business services, and healthcare information technology.
Parent. Ardent Apex Holdings Inc. is a Delaware corporation incorporated on March 5, 2025, for the sole purpose of effectuating the Transaction. Parent is wholly owned by Ardent Capital Partners III LP and has no operations other than those incident to its formation and the Transaction.
Merger Sub. Ardent Apex Merger Sub Inc. is a Delaware corporation incorporated on March 7, 2025, for the sole purpose of effectuating the Merger. Merger Sub is wholly owned by Parent and has no operations other than those incident to its formation and the Transaction. Upon consummation of the Merger, Merger Sub will cease to exist as a separate legal entity.
Target. Luminex Systems Holdings Inc. is a Delaware corporation incorporated on June 14, 2021, and headquartered at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. Luminex Holdings serves as the intermediate U.S. holding company for the worldwide operations of Luminex Systems AG, a Swiss Aktiengesellschaft headquartered in Zürich, Switzerland. Dr. Stefan Kessler serves as Chief Executive Officer of Luminex, and Annelise Gruber serves as Chief Financial Officer.
Selling Shareholders. The principal selling shareholders of Luminex are: (i) Ridgeline Growth Equity Fund II LP, which holds approximately 52% of the outstanding shares of Luminex common stock; (ii) Meridian Venture Partners IV LP, which holds approximately 20% of the outstanding shares; and (iii) members of management and employees of Luminex, who collectively hold approximately 28% of the outstanding shares.
C. Target Business Description
Luminex is a cloud-based enterprise software-as-a-service ("SaaS") company. Its flagship product, the "Luminex One" platform, provides integrated enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics solutions to large and mid-market enterprises across multiple industries. The Luminex One platform is delivered on a multi-tenant cloud architecture and serves customers in manufacturing, financial services, healthcare, retail, and government sectors.
For the fiscal year ended December 31, 2024, Luminex reported total revenue of approximately $487 million, comprised of approximately $441 million in annual recurring revenue ("ARR") from subscription contracts and approximately $46 million in professional services revenue. Adjusted EBITDA for fiscal year 2024 was approximately $121.8 million, representing an Adjusted EBITDA margin of approximately 25.0%. Luminex employs approximately 4,200 persons globally. Luminex's key geographic markets, measured by ARR, include: the DACH region (Germany, Austria, and Switzerland) (approximately 35% of ARR); North America (approximately 40% of ARR); the United Kingdom and Nordic countries (approximately 15% of ARR); and the Asia-Pacific region (approximately 10% of ARR).
Luminex's principal U.S. operating subsidiary is Luminex Systems Inc., a Delaware corporation, which generated approximately $194.8 million in U.S. revenue in fiscal year 2024 and employs approximately 1,650 persons in the United States. Luminex Systems Inc. maintains offices in Reston, Virginia; Austin, Texas; and San Francisco, California.
D. Competitive Overlap — Vectis Solutions LLC
The Acquiring Persons recognize that the Transaction gives rise to a competitive overlap warranting the Commission's attention. Ardent Capital Partners II LP, an affiliated fund managed by the same general partner as Ardent Capital Partners III LP, holds a controlling equity interest in Vectis Solutions LLC ("Vectis"), a Delaware limited liability company headquartered at 4000 Shoreline Court, Suite 300, South San Francisco, California 94080. Michael Parekh serves as Chief Executive Officer of Vectis.
Vectis is a provider of cloud-based procurement-automation SaaS solutions, serving primarily mid-market enterprises in the technology, financial services, and professional services verticals. For the fiscal year ended December 31, 2024, Vectis reported total revenue of approximately $68 million.
The Acquiring Persons have conducted a preliminary competitive analysis and estimate that Luminex holds an approximately 18% share, and Vectis holds an approximately 7% share, of the procurement-automation SaaS market in North America (as the Acquiring Persons have tentatively defined it for purposes of the HSR notification). On a combined basis, the post-Transaction share would be approximately 25%. The Acquiring Persons acknowledge that the precise definition of the relevant product market and geographic market is subject to further analysis and discussion, and that market shares will depend on the scope of the market ultimately defined.
The Acquiring Persons are prepared to engage constructively and in good faith with Staff on the scope of the relevant product and geographic markets, the competitive effects of the proposed Transaction, conditions of entry and expansion, and the overall competitive landscape in the procurement-automation SaaS segment. The Acquiring Persons believe that a full analysis of the competitive conditions in this market—including the presence of multiple well-funded competitors, low barriers to customer switching, rapid innovation, and the absence of significant network effects—will demonstrate that the Transaction is unlikely to substantially lessen competition in any relevant market.
III. Proposed Timing Agreement Framework
The Acquiring Persons respectfully propose the following framework for a timing agreement. The Acquiring Persons recognize that timing agreements are negotiated instruments and welcome Staff's input on all elements of this proposal.
A. Second Request Compliance Period
The Acquiring Persons propose that they shall have a compliance period of [60/90] calendar days from the date of issuance of the Second Request within which to substantially comply with the Second Request. The Acquiring Persons have bracketed this period for negotiation. The Acquiring Persons' strong preference is for a sixty (60) calendar-day compliance period, and the Acquiring Persons will work diligently and in good faith toward completing their production within that timeframe. However, the Acquiring Persons respectfully request the flexibility to extend the compliance period to ninety (90) calendar days, if necessary, in light of the following considerations:
(a) The Transaction involves entities operating across multiple jurisdictions, including the United States, Switzerland, Germany, the United Kingdom, and Singapore, each with distinct data protection regimes and cross-border data transfer requirements. Collection, processing, and review of potentially responsive materials located abroad may require additional time to comply with applicable data localization and privacy laws, including the European Union General Data Protection Regulation ("GDPR"), the Swiss Federal Act on Data Protection ("FADP"), and similar regimes.
(b) The document populations of multiple custodians across both the Acquiring Persons and Vectis Solutions LLC will need to be collected, processed, de-duplicated, reviewed for responsiveness and privilege, and produced. The Acquiring Persons anticipate that the volume of potentially responsive materials will be substantial, given the breadth of the entities involved and the global scope of operations.
(c) Certain ordinary-course business data, including sales data, pricing data, win/loss data, and customer data, may need to be extracted from multiple enterprise systems across Luminex, Vectis, and Ardent Capital, and formatted in a manner that is usable and responsive to the specifications in the Second Request.
The Acquiring Persons commit to using their best efforts to produce responsive materials on a rolling basis throughout the compliance period. The Acquiring Persons anticipate that a significant volume of responsive documents and data can and will be produced well in advance of the expiration of the compliance period. The Acquiring Persons are also willing to prioritize the production of materials identified by Staff as most relevant to their competitive analysis, including documents and data relating to the procurement-automation SaaS market overlap between Luminex and Vectis.
B. Custodian and Search Term Negotiations
The Acquiring Persons propose that, within five (5) business days of the date of issuance of the Second Request, the parties hold an initial meet-and-confer to discuss and negotiate custodians, search terms, and document collection and production protocols.
As an initial proposal, the Acquiring Persons anticipate designating the following individuals as custodians for purposes of the Second Request production:
Ardent Capital Partners:
1. Theodore ("Ted") Hargrove — Co-Founder & Managing Partner
2. Victoria Langford — Co-Founder & Managing Partner
3. Marcus Ellison — Partner, Head of Enterprise Technology Investments
4. Priya Chandrasekaran — Principal, Enterprise Technology Team
5. David Ng — Vice President, Enterprise Technology Team
Vectis Solutions LLC:
6. Michael Parekh — Chief Executive Officer
7. Such additional Vectis custodians as may be identified cooperatively with Staff
Luminex Systems Holdings Inc.:
8. Such Luminex personnel as may be identified cooperatively with Staff and with seller's counsel, taking into account the respective custodians designated by Luminex in its own Second Request compliance process
The Acquiring Persons recognize that Staff may wish to add custodians or modify the proposed list and are willing to work cooperatively to reach agreement on a final custodian list that is both comprehensive and proportionate to the competitive issues presented by the Transaction.
With respect to search terms, the Acquiring Persons express their willingness to negotiate search terms collaboratively with Staff, with the objective of reaching agreement on a set of search terms that are tailored to the competitive issues presented by the Transaction—particularly the overlap in procurement-automation SaaS between Luminex and Vectis—and that are designed to identify responsive materials efficiently while minimizing the burden of over-inclusive searches. The Acquiring Persons propose that the parties work toward agreement on search terms within fifteen (15) business days of the date of issuance of the Second Request.
The Acquiring Persons further propose a de-duplication and privilege-logging protocol as follows: (i) documents will be de-duplicated across custodians using standard e-discovery de-duplication methods (MD5 or SHA-1 hash values); (ii) a privilege log identifying all documents withheld on the basis of attorney-client privilege, work product protection, or any other applicable privilege will be provided on a rolling basis during the production period; and (iii) the privilege log will be completed no later than ten (10) business days after the close of the document production. The Acquiring Persons are prepared to discuss the format and content of the privilege log with Staff and to adhere to the Commission's standard privilege log requirements.
C. Data and Economic Submissions
The Acquiring Persons propose to provide ordinary-course business data in connection with the Second Request in a timely and cooperative manner. The categories of data that the Acquiring Persons anticipate producing include, but are not limited to:
(a) Sales data, including historical revenue data by product line, customer, and geography for Ardent Capital's relevant portfolio companies (principally Vectis Solutions LLC);
(b) Customer data, including customer lists, contract terms, annual contract values, renewal rates, and churn data;
(c) Win/loss data, including competitive bid data, RFP outcomes, and analysis of competitive losses and wins maintained in the ordinary course;
(d) Pricing data, including pricing schedules, discount structures, and pricing strategy documents; and
(e) Such additional data categories as Staff may specify in the Second Request or request during the compliance process.
The specific format, scope, and granularity of data submissions will be discussed and agreed with Staff following issuance of the Second Request. The Acquiring Persons are committed to providing data in formats that are usable by Staff and consistent with the Commission's data specifications.
In addition, the Acquiring Persons anticipate engaging a qualified economic expert to assist in the analysis of the competitive effects of the Transaction. The Acquiring Persons are willing to present economic analysis and/or white papers to Staff at a mutually convenient time to assist in the competitive assessment. Such economic submissions may address, among other topics: the proper definition of the relevant product and geographic markets; market concentration and competitive conditions; barriers to entry and expansion; the significance of innovation and product differentiation in the procurement-automation SaaS segment; and the likely competitive effects of the Transaction. The Acquiring Persons believe that such submissions will be informative and useful to Staff's analysis.
With respect to the competitive overlap between Luminex and Vectis in procurement-automation SaaS, the Acquiring Persons commit to prioritizing the preparation and production of market share data, customer overlap analyses (including an analysis of the extent to which Luminex and Vectis compete for the same customers or customer segments), competitive landscape information, and other data bearing on the competitive effects of the Transaction in this segment. The Acquiring Persons' preliminary estimates—approximately 18% market share for Luminex and approximately 7% market share for Vectis, for a combined share of approximately 25%—are based on the Acquiring Persons' internal analysis and are subject to refinement based on further data collection and analysis, as well as discussion with Staff regarding the appropriate market definition.
D. Investigational Hearings (Depositions)
The Acquiring Persons acknowledge that Staff may wish to conduct investigational hearings (sometimes referred to as depositions) of key personnel of the Acquiring Persons and their affiliates in connection with the investigation. The Acquiring Persons are committed to cooperating with Staff in this regard.
The Acquiring Persons propose that investigational hearings be scheduled cooperatively between the parties and that, to the extent practicable, such hearings take place after substantial completion of the document production. The Acquiring Persons believe that scheduling hearings after the bulk of the document production has been made available to Staff will allow Staff to prepare more efficiently, will result in more productive hearings, and will minimize the need for follow-up sessions.
The Acquiring Persons are willing to make available the following individuals for investigational hearings, subject to reasonable scheduling accommodations:
1. Theodore ("Ted") Hargrove — Co-Founder & Managing Partner, Ardent Capital Partners III LP
2. Victoria Langford — Co-Founder & Managing Partner, Ardent Capital Partners III LP
3. Michael Parekh — Chief Executive Officer, Vectis Solutions LLC
4. Such other persons as Staff may reasonably request, including additional Ardent Capital investment professionals and Vectis executives
The Acquiring Persons request that Staff provide at least ten (10) business days' advance notice before scheduling any investigational hearing, and that the parties cooperate in good faith to identify mutually convenient dates. The Acquiring Persons further request that, to the extent possible, Staff provide the topics or areas of inquiry in advance of each hearing to facilitate preparation.
IV. Certification
A. Certification of Substantial Compliance
Upon completion of the production of all responsive documents and data, the Acquiring Persons shall certify substantial compliance with the Second Request in accordance with 16 C.F.R. § 803.20. The certification will be submitted by counsel on behalf of Parent and Merger Sub, attesting that the Acquiring Persons have made a good-faith effort to comply with the Second Request and that all responsive materials within their possession, custody, or control have been produced, subject to any agreed-upon limitations and applicable privilege claims.
The Acquiring Persons respectfully request that Staff confirm receipt of the certification within two (2) business days of its submission. The Acquiring Persons further request that Staff identify any deficiencies in the production—including any categories of responsive materials that Staff believes have not been adequately addressed—within five (5) business days of receipt of the certification. In the event that Staff identifies deficiencies, the Acquiring Persons commit to undertaking a supplemental production to address such deficiencies and to submitting a re-certification within ten (10) business days of receiving Staff's deficiency notice. The Acquiring Persons believe that this process will help to avoid unnecessary delays and will ensure that the certification process is completed efficiently and in a manner that provides Staff with confidence in the completeness of the production.
B. Post-Certification Waiting Period
Under Section 7A(b)(1)(B) of the Clayton Act, 15 U.S.C. § 18a(b)(1)(B), a new thirty (30) calendar-day waiting period commences upon certification of substantial compliance with the Second Request. The Acquiring Persons propose that the parties agree that the Acquiring Persons will not consummate the Transaction for a period of thirty (30) calendar days following the date of certification (i.e., the statutory waiting period), unless the Commission grants early termination of the waiting period or otherwise concludes its review prior to the expiration of such period.
The Acquiring Persons are willing to discuss, in good faith, a reasonable extension of the post-certification waiting period if Staff demonstrates a need for additional time to complete its competitive analysis. By way of example, the Acquiring Persons would consider an extension of the post-certification waiting period by up to an additional thirty (30) calendar days, for a total post-certification period of sixty (60) calendar days, if Staff provides a reasonable justification for the extension. Any such extension would be subject to the condition that it does not unduly prejudice the Acquiring Persons' ability to consummate the Transaction within the timeframe established by the Merger Agreement (as discussed in Section VI below). The Acquiring Persons reserve the right to decline any proposed extension that, in their reasonable judgment, would materially jeopardize the contractual timeline for closing.
V. Pull-and-Refile Rights
A. Reservation of Pull-and-Refile Right
The Acquiring Persons expressly reserve the right, at any time prior to certification of substantial compliance with the Second Request, to withdraw the pending HSR notification and refile a new Notification and Report Form, thereby restarting a new initial thirty (30) calendar-day waiting period under Section 7A(b)(1)(A) of the Clayton Act. This reservation is a standard procedural safeguard, and the Acquiring Persons do not currently intend or anticipate exercising such right. The Acquiring Persons' strong preference is to comply with the Second Request and proceed through the certification process in an orderly and timely manner.
In the event that the Acquiring Persons determine to exercise the pull-and-refile right, they agree to provide Staff with at least three (3) business days' prior written notice before withdrawing the pending notification. Such notice will be provided in writing to Staff and will identify the anticipated date of refiling.
B. Effect of Pull-and-Refile on Timing Agreement
The Acquiring Persons propose two alternative approaches to address the effect of a pull-and-refile on the timing agreement:
Alternative A — Automatic Termination. If the Acquiring Persons exercise a pull-and-refile, the timing agreement shall terminate automatically upon withdrawal of the pending notification, and the parties may negotiate a new timing agreement applicable to the refiled notification. Under this approach, the terms of the original timing agreement would have no further force or effect following withdrawal, and the parties would be free to negotiate new terms suited to the circumstances then prevailing.
Alternative B — Carry-Forward. Alternatively, the Acquiring Persons propose that the parties agree that, if both parties so agree in writing, the substantive terms of the timing agreement may carry forward and apply to the refiled notification, with such date adjustments as are necessary to reflect the new filing date and the commencement of a new initial waiting period. This approach would preserve the cooperative framework established by the original timing agreement and avoid the need for re-negotiation.
The Acquiring Persons are agnostic as between these two alternatives and are willing to adopt whichever approach Staff prefers or to discuss other approaches that Staff may propose.
VI. Contractual Timeline Considerations
The Acquiring Persons respectfully draw Staff's attention to the contractual timeline for consummation of the Transaction. The Merger Agreement provides for an outside date of September 10, 2025 (the "Outside Date"), after which either party may terminate the Merger Agreement if the closing has not occurred. The Outside Date may be extended by either party, at its sole election, for up to three (3) additional months (to December 10, 2025, the "Extended Outside Date") solely in the event that the sole unsatisfied condition to closing as of the initial Outside Date is the receipt of all required regulatory approvals, including clearance under the HSR Act.
In addition, the Merger Agreement provides that a reverse termination fee of $140,000,000 (representing approximately 5% of the aggregate equity value of the Transaction) shall be payable by Parent to Luminex in the event that the Transaction fails to close due to, among other things, the failure of the Acquiring Persons to obtain required regulatory approvals by the Outside Date (or the Extended Outside Date, if applicable). This reverse termination fee reflects the significant financial risk borne by the Acquiring Persons in the event of regulatory delay or failure.
The Acquiring Persons accordingly have a strong incentive and commitment to cooperate fully and expeditiously with the FTC's investigation and to work diligently toward a resolution within a timeframe consistent with the Outside Date. The Acquiring Persons respectfully request that Staff work collaboratively with the Acquiring Persons to conclude the review—whether by clearance, consent order, or other resolution—within a timeframe that is consistent with the contractual timeline and that permits the Transaction to be consummated on or before the Outside Date. The Acquiring Persons recognize that the pace of the investigation is ultimately within the Commission's discretion, but believe that the cooperative framework proposed in this letter will help to ensure that the review proceeds efficiently and without unnecessary delay.
VII. Parallel International Regulatory Proceedings
The Acquiring Persons note that the Transaction is the subject of regulatory filings in multiple jurisdictions outside the United States, reflecting the global scope of Luminex's operations. The following filings have been made or are anticipated:
(a) Committee on Foreign Investment in the United States (CFIUS). A voluntary joint notice was filed with CFIUS on April 4, 2025 (Tracking No. CFIUS-2025-0087). The initial forty-five (45) calendar-day review period is expected to expire on or about May 19, 2025. The CFIUS filing addresses the acquisition of Luminex's U.S. business and operations, including Luminex Systems Inc., and the potential national security implications of the Transaction given Luminex's provision of ERP and supply-chain analytics solutions to certain U.S. government customers.
(b) Swiss Competition Authority / State Secretariat for Economic Affairs (SECO). A merger notification was filed with the Swiss competition authority on April 7, 2025 (File No. 32-0973). The filing is currently in Phase I review. The Swiss filing addresses the competitive effects of the Transaction in the Swiss and broader DACH region markets for enterprise SaaS, ERP, procurement automation, and supply-chain analytics.
(c) German Federal Cartel Office (Bundeskartellamt). A merger notification was filed with the Bundeskartellamt on April 9, 2025 (File No. B6-34/25). The filing is currently in Phase I review, with the initial one (1) month review period running from the date of receipt of the complete filing. The German filing addresses the competitive effects of the Transaction in the German market for enterprise SaaS and procurement-automation software.
(d) European Union Foreign Subsidies Regulation (FSR). A notification under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) was filed with the European Commission on April 11, 2025 (Case No. FSR.M.2025-0412). The preliminary review period of twenty-five (25) business days is currently running. The FSR notification addresses foreign financial contributions received by the Acquiring Persons and the Target in the three years preceding the notification.
The Acquiring Persons are willing to facilitate coordination between the FTC and international competition authorities, to the extent such coordination is permitted by law and consistent with applicable confidentiality protections and waivers. If Staff believes that inter-agency communication or coordination with any of the foregoing authorities would be useful to the FTC's review, the Acquiring Persons are prepared to provide appropriate confidentiality waivers to permit such communication. The Acquiring Persons note that the timing of the parallel international proceedings may affect the overall timeline for the Transaction and respectfully request that Staff take the pendency of these proceedings into account in scheduling the FTC's own review milestones.
VIII. Cooperation Commitments
The Acquiring Persons are committed to the highest level of cooperation throughout the FTC's review of the Transaction. Specifically, the Acquiring Persons commit to the following:
1. Single Point of Contact. The Acquiring Persons designate Elaine Forsythe, Partner, Antitrust & Competition Group, Calderwood & Harkness LLP, as the single point of contact for all communications related to the Second Request and the FTC's investigation. All communications from Staff regarding the investigation should be directed to Ms. Forsythe in the first instance. Ms. Forsythe will be supported by James Prentice, Partner (Responsible Partner, M&A), and Ryan Kowalski, Associate, both of Calderwood & Harkness LLP.
2. Prompt and Good Faith Responses. The Acquiring Persons will respond to all inquiries from Staff promptly and in good faith, and will endeavor to provide substantive responses to questions and requests within a reasonable timeframe.
3. Rolling Productions. The Acquiring Persons will provide rolling productions of responsive documents and data on at least a weekly basis throughout the compliance period, commencing as soon as practicable following agreement on custodians and search terms. The Acquiring Persons will prioritize the production of materials that Staff has identified as most relevant to their competitive analysis.
4. Regular Status Calls. The Acquiring Persons propose that counsel be available for regular status calls with Staff to discuss the progress of the compliance effort, any production issues, and the overall timeline for the investigation. The Acquiring Persons propose a bi-weekly call schedule, or such other frequency as Staff may prefer.
5. Privilege Dispute Resolution. The Acquiring Persons will promptly identify and work to resolve any privilege disputes or other production issues that arise during the compliance process. The Acquiring Persons are committed to a transparent and good-faith approach to privilege claims and will provide detailed privilege log entries sufficient to permit Staff to evaluate the basis for any privilege assertion.
6. Engagement on Remedies. The Acquiring Persons will cooperate in good faith regarding any potential remedies or structural solutions that may be proposed by Staff, including with respect to the competitive overlap between Luminex and Vectis Solutions LLC in the procurement-automation SaaS market. While the Acquiring Persons believe that the Transaction, as proposed, is unlikely to substantially lessen competition in any relevant market, the Acquiring Persons are open to constructive dialogue regarding potential remedies should Staff's analysis indicate that remedial action may be warranted.
IX. Confidentiality
The Acquiring Persons respectfully request that the FTC treat all information and materials provided by the Acquiring Persons in connection with the Second Request and the investigation as confidential commercial or financial information within the meaning of Section 6(f) of the FTC Act, 15 U.S.C. § 46(f), and the confidentiality provisions of the HSR Act, 15 U.S.C. § 18a(h). The Acquiring Persons further request that such information and materials be exempt from disclosure under the Freedom of Information Act, 5 U.S.C. § 552, to the fullest extent permitted by law.
The Acquiring Persons note that the materials to be produced in response to the Second Request may contain highly sensitive and competitively significant business information of Ardent Capital Partners III LP, Luminex Systems Holdings Inc. and its subsidiaries, and Vectis Solutions LLC, including trade secrets, proprietary business strategies, pricing information, customer data, financial projections, and other information the disclosure of which could cause substantial competitive harm. Certain materials may also contain information subject to the attorney-client privilege, the work product doctrine, or other applicable evidentiary privileges and protections.
The Acquiring Persons reserve all rights with respect to privileged and protected materials. Nothing in this letter, the proposed timing agreement, or the production of documents and data in connection with the Second Request shall be construed as a waiver of any applicable privilege, immunity, or protection.
X. Contact Information
For the convenience of Staff, the contact information for counsel and client representatives is set forth below:
Lead Antitrust Counsel:
Elaine Forsythe Partner, Antitrust & Competition Group Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-4217
Email: eforsythe@calderwoodharkness.com
Additional Counsel:
James Prentice Partner (Responsible Partner, M&A) Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-3901
Email: jprentice@calderwoodharkness.com
Ryan Kowalski Associate, Antitrust & Competition Group Calderwood & Harkness LLP 7 Times Square New York, NY 10036 Telephone: (212) 558-6340
Email: rkowalski@calderwoodharkness.com
Client Contact:
Victoria Langford Co-Founder & Managing Partner Ardent Capital Partners III LP 399 Park Avenue, 42nd Floor New York, NY 10022 Telephone: (212) 909-7100
Email: vlangford@ardentcapital.com
Seller's Antitrust Counsel (for coordination purposes):
Gregory Lam Partner, Antitrust & Competition Group Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 403-1200
Email: glam@caldwellraines.com
XI. Conclusion and Request for Meeting
The Acquiring Persons respectfully request that, promptly upon issuance of any Second Request, Staff schedule an introductory meeting or conference call with the Acquiring Persons' counsel to discuss: (a) the proposed timing agreement framework outlined in this letter; (b) the process and timeline for custodian and search term negotiations; (c) any preliminary questions or areas of focus that Staff has identified; and (d) the anticipated schedule for the investigation. The Acquiring Persons are available to meet with Staff on short notice and are flexible with respect to timing and format.
The Acquiring Persons believe that a cooperative and efficient review process serves the interests of all parties—the Commission, the Acquiring Persons, the Target, and the public. The Acquiring Persons are committed to engaging with Staff transparently and constructively throughout the investigation, and they are confident that a thorough review of the competitive conditions in the relevant markets will demonstrate that the Transaction is not likely to substantially lessen competition.
The foregoing proposal is submitted in draft form and for discussion purposes. The Acquiring Persons look forward to discussing and finalizing the terms of the timing agreement with Staff. The Acquiring Persons are open to modifications to any element of this proposal and welcome Staff's feedback and counterproposals.
We thank you in advance for your time and attention to this matter and look forward to working with you.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Elaine Forsythe Partner, Antitrust & Competition Group
On behalf of Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.
Enclosures: None (Draft)
cc:
James Prentice, Calderwood & Harkness LLP Sandra Tung, Calderwood & Harkness LLP Ryan Kowalski, Calderwood & Harkness LLP Theodore ("Ted") Hargrove, Ardent Capital Partners III LP Victoria Langford, Ardent Capital Partners III LP Gregory Lam, Caldwell, Raines & Sheppard LLP Patricia Okonkwo, Caldwell, Raines & Sheppard LLP
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