PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 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 3, 2025
Dr. Lukas Breitfeld, Partner Breitfeld Hess & Partner AG Talstrasse 62 8001 Zürich Switzerland
Re: Instruction Letter — Swiss Competition (KartG) and SECO / Lex Koller Notifications in Connection with the Acquisition of Luminex Systems AG / Luminex Systems Holdings Inc. by Ardent Capital Partners III LP
Matter No.: Calderwood & Harkness 1001-00004
Dear Dr. Breitfeld:
1. Introduction and Purpose
Calderwood & Harkness LLP ("Calderwood & Harkness" or "we") acts as lead transaction counsel to Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer"), a Delaware limited partnership headquartered at 399 Park Avenue, 42nd Floor, New York, NY 10022, in connection with the proposed acquisition (the "Transaction") of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target"), a Delaware corporation, for an aggregate equity value of Two Billion Eight Hundred Million United States Dollars ($2,800,000,000) (the "Equity Value"). The Transaction is being effected pursuant to an Agreement and Plan of Merger dated as of March 24, 2025 (the "Merger Agreement"), a copy of which is enclosed herewith as Enclosure 1.
As you are aware, Breitfeld Hess & Partner AG ("Breitfeld Hess") has been engaged as the Buyer's Swiss and European Union local counsel in connection with the Transaction. The purpose of this instruction letter (this "Instruction Letter") is to formally instruct Breitfeld Hess to prepare and file the following on behalf of the Buyer:
(i) a merger control notification under the Swiss Federal Act on Cartels and Other Restraints of Competition (Kartellgesetz / KartG, SR 251) with the Swiss Competition Commission (COMCO / WEKO) (the "COMCO Notification");
(ii) any required notifications or assessments under the Federal Act on the Acquisition of Real Estate by Persons Abroad (Bundesgesetz über den Erwerb von Grundstücken durch Personen im Ausland, BewG / "Lex Koller," SR 211.412.41) with the relevant cantonal authorities; and
(iii) any applicable notifications or assessments under the Stock Exchange Act (SESTA) / Financial Market Infrastructure Act (Finanzmarktinfrastrukturgesetz / FMIA) with the Swiss Financial Market Supervisory Authority (FINMA), the State Secretariat for Economic Affairs (SECO), or other applicable Swiss regulatory bodies.
We have set a target filing date of April 7, 2025 for the COMCO Notification and any concurrent Lex Koller or SECO submissions. As discussed on our call of April 1, 2025, this timeline is driven by the need to coordinate the Swiss filing with parallel regulatory filings in the United States (HSR Act pre-merger notification and CFIUS voluntary joint notice) and Germany (Bundeskartellamt), as well as the contemplated EU Foreign Subsidies Regulation notification, in order to maintain a pathway to closing the Transaction within the timeframe contemplated by the Merger Agreement.
Upon submission of the COMCO Notification, we understand that a file number will be assigned by the Competition Authority (we have provisionally referenced Swiss Competition Authority File No. 32-0973 in our internal records). We kindly request that Breitfeld Hess confirm the assigned file number to us promptly upon receipt from COMCO.
This Instruction Letter is organized as follows: Section 2 provides a detailed overview of the Transaction; Section 3 sets forth our instructions with respect to the COMCO Notification under the KartG; Section 4 addresses SECO, Lex Koller, and related Swiss regulatory matters; Section 5 identifies the documents and information being provided and requested; Section 6 discusses coordination with parallel filings and other counsel; Section 7 sets forth the timeline, deliverables, and next steps; Section 8 addresses fee arrangements; and Section 9 addresses confidentiality. Enclosures to this Instruction Letter are listed at the end.
2. Transaction Overview
2.1 Deal Structure
The Transaction is structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"). Specifically:
(a) Ardent Apex Merger Sub Inc., a newly formed Delaware corporation incorporated on March 7, 2025 ("Merger Sub"), which is wholly owned by Ardent Apex Holdings Inc., a Delaware corporation incorporated on March 5, 2025 ("Apex Holdings" or "Parent"), will merge with and into Luminex Systems Holdings Inc., a Delaware corporation incorporated on June 14, 2021 (the "Merger").
(b) Following the consummation of the Merger, Merger Sub will cease to exist and Luminex Holdings will survive as a wholly owned subsidiary of Apex Holdings.
(c) Ardent Capital Partners III LP is the ultimate acquiring entity in the Transaction. Ardent Capital GP III LLC, a Delaware limited liability company, serves as the general partner of Ardent Capital Partners III LP.
The Merger Agreement was executed on March 24, 2025. The per-share merger consideration is $20.00 per share, calculated on the basis of 140,000,000 fully diluted shares of Luminex Holdings common stock, resulting in the aggregate Equity Value of $2,800,000,000.
2.2 Corporate Structure of the Target (Swiss relevance)
The corporate structure of the Target group is of particular importance for purposes of the Swiss regulatory filings because the principal operating entity — and the entity through which the Buyer will acquire a significant Swiss business presence — is Luminex Systems AG, a Swiss Aktiengesellschaft.
Luminex Systems Holdings Inc. is a Delaware corporation that was incorporated on June 14, 2021 to serve as the intermediate U.S. holding company for Luminex Systems AG's worldwide operations following a corporate reorganization and inversion completed in 2021 (the "2021 Reorganization"). As part of the 2021 Reorganization, each share of Luminex Systems AG was paired on a one-for-one basis with a corresponding share of Luminex Holdings through a share exchange agreement, such that each Luminex AG share corresponds 1:1 to a Luminex Holdings share.
Luminex Systems AG is registered in the Canton of Glenrock Assurance under Commercial Register No. CHE-284.391.057, with its registered office and principal place of business at Bahnhofstrasse 71, 8001 Zürich, Switzerland. Key details regarding Luminex AG are as follows:
• CEO: Dr. Stefan Kessler
• CFO: Annelise Gruber
• Chairman of the Board: Roland Merz
• Year of Foundation: 2009
• Global Employees: Approximately 4,200
• Products and Services: Cloud-based enterprise resource planning ("ERP"), procurement automation, and supply-chain analytics software-as-a-service ("SaaS") platform, marketed under the brand name "Luminex One"
• Key Markets by Revenue (2024): DACH region (Germany, Austria, Switzerland) — approximately 35%; North America — approximately 40%; United Kingdom and Nordics — approximately 15%; Asia-Pacific ("APAC") — approximately 10%
• 2024 Total Revenue: $487,000,000 (of which Annual Recurring Revenue ("ARR") was $441,000,000 and professional services revenue was $46,000,000)
• 2024 Adjusted EBITDA: $121,800,000 (representing a 25.0% Adjusted EBITDA margin)
Luminex AG is thus a direct subsidiary of Luminex Holdings and will become an indirect subsidiary of Apex Holdings upon consummation of the Merger. The acquisition of indirect control over Luminex AG by a non-Swiss entity (Ardent Capital Partners III LP, through Apex Holdings and Luminex Holdings) is the principal basis for Swiss regulatory jurisdiction over the Transaction.
2.3 Target Subsidiaries Relevant to Swiss Filing
In addition to Luminex AG itself, the following subsidiaries of Luminex AG (or of Luminex Holdings, as applicable) are relevant to the Swiss regulatory filings and should be identified in the COMCO Notification:
(a) Luminex Systems AG (Zürich, Switzerland) — the principal Swiss operating entity, as described in Section 2.2 above.
(b) Luminex Systems GmbH (Munich, Germany; Handelsregister No. HRB 247891) — the German subsidiary of Luminex AG, responsible for sales, marketing, and customer support in Germany and the broader DACH region (excluding Switzerland and Austria, which are served directly by Luminex AG). The German subsidiary's 2024 revenue was approximately €67,000,000.
(c) Luminex Systems UK Ltd. (London, United Kingdom; Companies House Registration No. 12847362) — the UK subsidiary of Luminex AG, responsible for sales and operations in the United Kingdom and certain Nordic markets.
(d) Luminex Systems Pte. Ltd. (Singapore; Unique Entity Number 201924781K) — the Singapore subsidiary, serving as the hub for Luminex AG's APAC operations.
(e) Luminex Systems Inc. (Reston, Virginia, United States; incorporated in Delaware) — the U.S. operating subsidiary of Luminex Holdings, responsible for all North American sales and operations. 2024 U.S. revenue was approximately $194,800,000 and the subsidiary employed approximately 1,650 persons in the United States.
Enclosed as Enclosure 3 is an organizational chart of the Target group showing the corporate relationships among Luminex Holdings, Luminex AG, and their respective subsidiaries.
2.4 Buyer Group Structure
The acquiring group is structured as follows:
(a) Ardent Capital Partners III LP is a Delaware limited partnership with a fund size of $12.5 billion (Fund III, vintage 2023). Ardent Capital Management LLC, the management company affiliated with the fund, has firm-wide assets under management ("AUM") of approximately $31.4 billion across four flagship funds (Fund I through Fund IV, with Fund IV currently in fundraising).
(b) Ardent Capital GP III LLC is a Delaware limited liability company serving as the general partner of Ardent Capital Partners III LP.
(c) Managing Partners: Theodore ("Ted") Hargrove and Victoria Langford are the Co-Founders and Managing Partners of Ardent Capital Management LLC and its affiliated entities.
(d) Investment Committee: The investment committee of Ardent Capital Partners III LP consists of Ted Hargrove, Victoria Langford, Marcus Ellison (Partner), Priya Chandrasekaran (Partner), and David Ng (Chief Financial Officer).
(e) Investment Focus: Ardent Capital focuses on growth and buyout investments in enterprise technology, financial infrastructure, and healthcare information technology.
(f) Intermediate Acquisition Vehicles:
• Ardent Apex Holdings Inc. ("Apex Holdings" or "Parent") — a Delaware corporation incorporated on March 5, 2025, serving as the direct parent entity for the acquisition structure.
• Ardent Apex Merger Sub Inc. ("Merger Sub") — a Delaware corporation incorporated on March 7, 2025, formed solely for the purpose of effecting the Merger and wholly owned by Apex Holdings.
(g) Registered Agent: The registered agent for Apex Holdings and Merger Sub in the State of Delaware is National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904.
An organizational chart of the Buyer group, showing the relationships among Ardent Capital Partners III LP, Ardent Capital GP III LLC, Apex Holdings, and Merger Sub, is enclosed as Enclosure 2.
2.5 Selling Shareholders
The current shareholders of Luminex Holdings, each of whom will receive merger consideration in connection with the Transaction, are as follows:
(a) Ridgeline Growth Equity Fund II LP — 52% ownership of Luminex Holdings (Delaware limited partnership; headquarters: 200 Clarendon Street, 52nd Floor, Boston, MA 02116; General Partner: Ridgeline Growth Equity GP II LLC; Managing Partner: Jonathan Ashford; Fund size: $6.8 billion, vintage 2018). Expected proceeds from the Transaction: approximately $1,456,000,000.
(b) Meridian Venture Partners IV LP — 20% ownership of Luminex Holdings (Delaware limited partnership; headquarters: 600 Montgomery Street, Suite 2800, San Francisco, CA 94111; General Partner: Meridian Venture GP IV LLC; Managing Partner: Claire Fujimoto; Fund size: $2.1 billion, vintage 2016). Expected proceeds from the Transaction: approximately $560,000,000.
(c) Management and Employees — 28% aggregate ownership of Luminex Holdings, comprising equity held by officers, directors, and employees of Luminex AG and its subsidiaries. Total consideration: $784,000,000, of which approximately $405,020,000 will be rolled over into equity of Apex Holdings (the "Rollover Equity") and approximately $378,980,000 will be paid in cash at closing.
For purposes of the COMCO Notification, we note that neither Ridgeline Growth Equity Fund II LP nor Meridian Venture Partners IV LP will retain any ownership interest in the Target group following the closing, and accordingly neither should be treated as a party to the concentration. The management rollover investors will hold a minority equity interest in Apex Holdings post-closing but will not exercise joint control.
2.6 Co-Investors and Financing Parties
For completeness of the COMCO Notification and to ensure Breitfeld Hess has a full picture of the parties involved in the Transaction, we provide the following information regarding co-investors and financing parties:
Equity Co-Investors:
(a) Northvale Sovereign Holdings Ltd. — $200,000,000 equity co-investment. Northvale is a Cayman Islands exempted limited company (PO Box 309, Ugland House, George Town, Grand Cayman). Primary contact: Ahmad Al-Rashid.
(b) Summit Ridge Capital Partners LP — $100,000,000 equity co-investment. Summit Ridge is a Delaware limited partnership (161 North Clark Street, Suite 4700, Chicago, IL 60601). Primary contact: Karen Lindstrom.
Debt Financing Parties:
(c) Stonebridge Credit Partners LLC — lead arranger of a $1,400,000,000 senior secured credit facility, consisting of a $1,200,000,000 Term Loan B and a $200,000,000 revolving credit facility (the "Revolver").
(d) Crestline Mezzanine Partners II LP — $300,000,000 in subordinated notes (PIK toggle structure, 11.5% coupon, 8-year maturity), including 2.0% warrant coverage in Apex Holdings (the "Mezzanine Financing").
Please note that COMCO may require identification of co-investors in the notification to the extent they acquire a qualifying interest in the merged entity. Breitfeld Hess should assess whether Northvale Sovereign Holdings Ltd. or Summit Ridge Capital Partners LP will be deemed to exercise joint control or decisive influence over Apex Holdings for Swiss merger control purposes, taking into account any governance rights granted to such co-investors under the shareholders' agreement and the limited partnership agreement of Ardent Capital Partners III LP.
Additionally, we note that a separate notification under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) is being prepared with respect to the Transaction (Case No. FSR.M.2025-0412) and will be addressed in a companion instruction letter from Calderwood & Harkness. We understand that Breitfeld Hess will also be responsible for the preparation and filing of the EU FSR notification. We ask that you coordinate the filing timelines between the Swiss COMCO Notification and the EU FSR notification to ensure consistency in market descriptions, financial contribution data, and other substantive elements across both filings.
3. Swiss Merger Control Notification (KartG)
3.1 Legal Basis and Jurisdictional Thresholds
The COMCO Notification is required under Article 9 of the Swiss Federal Act on Cartels and Other Restraints of Competition (Kartellgesetz, SR 251) and the Merger Control Ordinance (Verordnung über die Kontrolle von Unternehmenszusammenschlüssen, VKU, SR 251.4).
Under Article 9(1) KartG, a concentration must be notified to COMCO before its implementation if, in the financial year preceding the concentration:
(a) the undertakings concerned together reported a combined worldwide turnover of at least CHF 2 billion, or a combined Swiss turnover of at least CHF 500 million; and
(b) at least two of the undertakings concerned each reported Swiss turnover of at least CHF 100 million.
We believe that both the combined turnover threshold and the individual turnover threshold are met based on the following preliminary analysis:
• Luminex AG's Swiss revenue: Luminex AG's DACH revenue represents approximately 35% of its $487,000,000 in 2024 global revenue, or approximately $170,450,000 across the DACH region. A significant portion of this revenue is attributable to Switzerland, given that Luminex AG's headquarters and principal product development operations are located in Zürich. However, we do not yet have a precise breakdown of Swiss-only revenue.
• Buyer Group Swiss revenue: Ardent Capital Partners III LP and its portfolio companies may have Swiss revenue that must be attributed to the Buyer group for threshold purposes under KartG and the VKU. In particular, we note that Vectis Solutions LLC (described further below) is a procurement SaaS company in the Ardent portfolio that may have Swiss customers.
• Combined Swiss Threshold: We anticipate that the combined Swiss turnover of the Buyer group and the Luminex group will exceed the CHF 500 million combined threshold, or alternatively that the combined worldwide turnover will exceed the CHF 2 billion threshold.
We hereby instruct Breitfeld Hess to:
(i) obtain precise Swiss-specific revenue figures for Luminex AG (and each of its Swiss-domiciled entities) from Luminex AG's management and/or auditors (Hargrove Thornton LLP, audit partner: Margaret Dawson) for the fiscal year 2024;
(ii) determine whether Vectis Solutions LLC (a Delaware limited liability company headquartered at 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080; CEO: Michael Parekh; 2024 global revenue: $68,000,000; business: procurement SaaS), which is a portfolio company of Ardent Capital Partners Fund II LP, has any revenue attributable to Switzerland that must be attributed to the Buyer group for jurisdictional threshold calculations; and
(iii) confirm that the jurisdictional thresholds under Article 9(1) KartG are met and, if there is any doubt, advise us immediately so that we can coordinate with the Buyer to obtain additional financial data.
3.2 Notifiable Concentration
The Transaction constitutes a concentration within the meaning of Article 4(3) KartG, specifically the acquisition of indirect control over Luminex Systems AG by Ardent Capital Partners III LP. The concentration is effected through the merger of Ardent Apex Merger Sub Inc. with and into Luminex Systems Holdings Inc. pursuant to the Merger Agreement, following which Luminex Holdings (and through it, Luminex AG) will be wholly owned, indirectly, by Ardent Capital Partners III LP through Apex Holdings.
Post-closing, the control chain will be as follows:
Ardent Capital Partners III LP → Ardent Apex Holdings Inc. (Parent) → Luminex Systems Holdings Inc. (surviving corporation) → Luminex Systems AG (Swiss operating entity)
Ardent Capital Partners III LP, through its general partner Ardent Capital GP III LLC and its investment committee, will exercise decisive influence over the business conduct of Luminex AG following consummation of the Merger, and accordingly the Transaction gives rise to a change of control requiring notification under the KartG.
3.3 Relevant Product and Geographic Markets
For purposes of the COMCO Notification, we propose the following preliminary market definitions, which Breitfeld Hess should refine based on COMCO precedent and Swiss-specific market conditions:
Primary Relevant Product Market:
Enterprise procurement-automation SaaS — that is, cloud-based software platforms providing procurement workflow automation, supplier management, spend analytics, and related supply-chain optimization functionalities to enterprise customers. This corresponds to the core functionality of the "Luminex One" platform. We note that procurement-automation SaaS may be distinguished from broader enterprise SaaS or general cloud ERP software on the basis of the specialized nature of the functionality, the customer base (typically procurement departments within medium and large enterprises), and the competitive dynamics (a distinct set of specialized vendors).
Secondary Relevant Product Markets:
Broader enterprise SaaS (including cloud-based ERP) and cloud-based supply-chain analytics may be relevant as secondary or alternative market definitions. COMCO may consider a broader market encompassing all enterprise SaaS solutions or all cloud ERP solutions, depending on its analysis of demand-side and supply-side substitutability.
Geographic Market:
The geographic market is likely to be defined as national (Switzerland) or, alternatively, as EEA-wide or global, depending on COMCO's analytical approach. We note that SaaS products are typically delivered remotely on a cross-border basis, which may support a broader geographic market definition. However, COMCO may consider factors such as language localization, local customer support, compliance with Swiss-specific regulatory requirements (e.g., data residency), and the presence of local sales teams as factors favoring a narrower, national market definition.
We request that Breitfeld Hess assess COMCO's likely market definition based on prior decisions in the enterprise software and SaaS sectors, including any relevant precedent involving procurement software or cloud ERP transactions.
Market Share Data:
The following preliminary market share estimates are available and should be refined by Breitfeld Hess with Swiss-specific data:
We instruct Breitfeld Hess to analyze whether COMCO will aggregate the market share of Vectis Solutions LLC with that of Luminex AG on the basis that Ardent Capital exercises common private-equity ownership and control over both entities. Specifically, Vectis Solutions LLC is a portfolio company of Ardent Capital Partners Fund II LP (vintage 2019), and following the closing of the Transaction, Ardent Capital Management LLC and its affiliated funds will control both Vectis and Luminex. Under Swiss merger control principles, undertakings controlled by the same economic group are typically treated as a single economic unit for market share calculation purposes. Breitfeld Hess should advise on the applicable standard and how COMCO is likely to treat this common ownership in its competitive assessment.
3.4 Competitive Assessment
The combined market share of approximately 25% in the procurement-automation SaaS market (globally, and potentially at a comparable or higher level in Switzerland) may attract heightened COMCO scrutiny, and we expect that the COMCO Notification will need to include a robust competitive assessment. The key competitive issues that we have identified, and which Breitfeld Hess should address in the draft notification, include the following:
Horizontal Overlap:
There is a direct horizontal overlap between Luminex Systems AG and Vectis Solutions LLC in the procurement-automation SaaS market. Both companies offer cloud-based procurement platforms to enterprise customers, and both compete for the same customer base. The combined market position, at approximately 25% globally (and potentially higher in Switzerland if either company has a disproportionate Swiss presence), is at a level that may warrant a detailed competitive analysis by COMCO, particularly if the combined entity would be the market leader or one of the top two or three competitors in Switzerland.
Vertical Relationships:
The Luminex One platform integrates ERP, procurement, and supply-chain analytics modules into a single cloud-based offering. Breitfeld Hess should assess whether COMCO may identify vertical concerns arising from this integrated platform — for example, the potential for tying or bundling of ERP and procurement functionalities, or the potential for leveraging a strong position in one layer (e.g., procurement automation) to foreclose competition in an adjacent layer (e.g., supply-chain analytics or broader ERP).
Conglomerate Effects:
To the extent that Ardent Capital's broader portfolio (including Vectis and other enterprise technology investments) creates a constellation of related software offerings, COMCO may consider whether the Transaction gives rise to conglomerate effects, such as the ability to offer bundled discounts across multiple enterprise software products.
We request that Breitfeld Hess prepare a comprehensive competitive assessment section for inclusion in the COMCO Notification, incorporating Swiss-specific competitor analysis, market data, customer and competitor names, barriers to entry, and any other information that COMCO typically requires in a Phase I merger notification in the enterprise software sector.
3.5 Review Process and Timeline
The COMCO review process is structured as follows:
• Phase I Review: Under Article 32(1) KartG, COMCO has one month from the date of receipt of a complete notification to decide whether to open a Phase II (in-depth) investigation. If COMCO does not communicate a decision to open Phase II within one month, the concentration is deemed approved.
• Phase II Review (if opened): If COMCO decides to open a Phase II investigation, it has an additional four months to conduct an in-depth review and issue a final decision.
Based on the target filing date of April 7, 2025, the Phase I review period would be expected to expire in early May 2025 (approximately one month from filing). We are hopeful that the Transaction can be cleared in Phase I, given the absence of dominance creation or strengthening (the combined market share of approximately 25% is below the levels that typically trigger Phase II in Switzerland), but we recognize that COMCO retains discretion to open Phase II if it identifies competitive concerns.
Pre-notification Consultation:
We request that Breitfeld Hess pre-notify and consult informally with the COMCO Secretariat prior to the formal filing on April 7, 2025, if timing permits. Pre-notification contacts are customary in Swiss merger control proceedings and may assist in identifying any informational deficiencies or competitive concerns at an early stage, thereby reducing the risk of a delayed Phase I review or a Phase II opening.
Coordination with Other Regulatory Filings:
The Swiss COMCO filing is one of several regulatory filings being made in connection with the Transaction across multiple jurisdictions. The current filing timetable is as follows:
With respect to the U.S. HSR filing, we anticipate that the FTC or DOJ may issue a Second Request for additional information and documentary material on or about April 25, 2025. The CFIUS voluntary joint notice was filed on April 4, 2025, with a 45-day initial review period expiring on approximately May 19, 2025.
Merger Agreement Outside Date:
The Merger Agreement provides for an outside date (the "Outside Date") of September 10, 2025, which is extendable to December 10, 2025 if the sole unsatisfied closing condition as of September 10, 2025 is the receipt of required regulatory approvals. Accordingly, there is adequate time within the contractual timetable to accommodate a Phase II investigation by COMCO if one were to be opened, although our strong preference is to obtain Phase I clearance.
3.6 Filing Requirements
We instruct Breitfeld Hess to prepare the COMCO Notification in the form prescribed by COMCO and the VKU, including all required annexes and supporting documentation. The notification should include, at a minimum, the following:
(a) a complete description of the undertakings concerned (Ardent Capital Partners III LP and its affiliated entities, Luminex Holdings and Luminex AG, and Vectis Solutions LLC to the extent its market presence is attributable to the Buyer group);
(b) a detailed description of the Transaction structure, including the reverse triangular merger mechanics, the resulting control chain, and the treatment of selling shareholders and rollover equity holders;
(c) identification and description of the relevant product and geographic markets;
(d) market share data for each relevant market, including Swiss-specific market shares to the extent available;
(e) a competitive assessment addressing horizontal overlaps, vertical relationships, and any conglomerate effects;
(f) copies or relevant excerpts of the Merger Agreement (execution version dated March 24, 2025);
(g) organizational charts of the Buyer group and the Target group (enclosed herewith as Enclosures 2 and 3); and
(h) any additional information or documentation required by COMCO or the VKU.
Filing Language: The notification should be filed in German, given the location of Luminex AG's headquarters in Zürich and the customary language of filings with COMCO by Zürich-based counsel. Please confirm this preference.
Filing Fee: Please confirm the applicable filing fee under Swiss law for the COMCO Notification and arrange for timely payment.
Draft Review: We request that Breitfeld Hess circulate a draft of the COMCO Notification to Calderwood & Harkness for review no later than April 5, 2025. Our review will be conducted on an expedited basis, and we will provide comments by the end of the business day on April 5, 2025 or early on April 6, 2025, to enable finalization and filing on the target date of April 7, 2025.
4. SECO / Lex Koller Notification
4.1 Legal Basis — Lex Koller
The Federal Act on the Acquisition of Real Estate by Persons Abroad (Bundesgesetz über den Erwerb von Grundstücken durch Personen im Ausland, BewG / "Lex Koller," SR 211.412.41) restricts the acquisition of Swiss real estate by "persons abroad" (Personen im Ausland), a category that includes foreign-domiciled entities such as Ardent Capital Partners III LP. The acquisition by a non-Swiss entity of indirect control over a Swiss company that owns Swiss real estate may constitute a notifiable "acquisition" (Erwerb) of real estate for Lex Koller purposes, potentially requiring authorization from the competent cantonal authority.
In connection with the Transaction, Ardent Capital Partners III LP (a U.S. private-equity fund) will acquire indirect control of Luminex Systems AG (a Swiss Aktiengesellschaft registered in the Canton of Glenrock Assurance). If Luminex AG or any of its Swiss subsidiaries owns Swiss real estate — including freehold interests, ground lease rights (Baurecht), or other qualifying interests — the Transaction may trigger a Lex Koller notification obligation.
We instruct Breitfeld Hess to:
(i) confirm whether Luminex AG or any of its Swiss subsidiaries or affiliates owns or holds any interest in Swiss real estate, including freehold ownership, Baurecht (heritable building right / ground lease), condominium ownership (Stockwerkeigentum), or any other interest that would constitute "real estate" for Lex Koller purposes;
(ii) in particular, confirm whether Luminex AG's premises at Bahnhofstrasse 71, 8001 Zürich are held under a standard commercial lease (Mietvertrag) or whether any ownership, ground lease, or other qualifying real estate interest exists with respect to those premises;
(iii) review the terms of any leases held by Luminex AG in Switzerland to confirm that no lease constitutes a long-term leasehold or other arrangement that could be treated as functionally equivalent to ownership for Lex Koller purposes; and
(iv) if Lex Koller applies, prepare and file the required application for authorization with the cantonal authority in the Canton of Glenrock Assurance (the Grundbuchamt or other competent body), and advise us on the expected timeline and conditions for authorization.
Based on our preliminary understanding, Luminex AG's only Swiss premises consist of leased office space at Bahnhofstrasse 71, 8001 Zürich. If this is the case, and if the lease is a standard commercial lease without a Baurecht or other qualifying real estate component, then Lex Koller should not apply to the Transaction. However, we ask Breitfeld Hess to verify this understanding definitively and to advise us if there are any other Swiss real estate interests held by the Luminex group that we should be aware of.
4.2 SESTA / FMIA Considerations
We request that Breitfeld Hess assess whether any notifications to FINMA are required under the Financial Market Infrastructure Act (Finanzmarktinfrastrukturgesetz, FinfraG / FMIA) or any residual provisions of the former Stock Exchange Act (SESTA) in connection with the change of control of Luminex AG.
Our preliminary analysis indicates that Luminex AG is not listed on the SIX Swiss Exchange (or any other regulated exchange), and accordingly we do not believe that any mandatory tender offer obligations arise under Swiss law. However, we request that Breitfeld Hess confirm the following:
(i) that Luminex AG is not listed or quoted on the SIX Swiss Exchange or any other regulated trading venue in Switzerland;
(ii) that Luminex AG does not hold any Swiss financial-services licenses (including banking licenses, securities dealer licenses, fund management licenses, or fintech licenses) and is not otherwise subject to prudential supervision by FINMA; and
(iii) that no change-of-control notification to FINMA or any other Swiss financial regulatory authority is required in connection with the Transaction.
If Luminex AG holds any FINMA-supervised licenses or authorizations (which we do not currently anticipate), a change-of-control notification may be required and could have implications for the closing timeline.
4.3 Other Swiss regulatory Considerations
In addition to the merger control, Lex Koller, and financial regulatory matters addressed above, we request that Breitfeld Hess advise on the following additional Swiss regulatory considerations:
Data Protection:
The revised Swiss Federal Act on Data Protection (revFADP), which entered into force on September 1, 2023, imposes various obligations on data controllers in Switzerland, including requirements relating to the processing and international transfer of personal data. In connection with the Transaction, personal data of Luminex AG employees, customers, and business contacts may be transferred or made accessible to the Buyer group as part of the due diligence process or post-closing integration activities. We request that Breitfeld Hess assess any notification or assessment requirements under the revFADP and advise on any steps that should be taken to ensure compliance, including the need for data processing agreements, privacy impact assessments, or transfer impact assessments for cross-border data flows.
Employment Law:
Under the Swiss Code of Obligations (Articles 333 et seq.), the transfer of an undertaking (Betriebsübergang) triggers certain employee notification and consultation obligations. While the Transaction is structured as a share acquisition (rather than an asset transfer), and the identity of the employer (Luminex AG) will not change, we request that Breitfeld Hess confirm that no employee consultation obligations arise under Article 333a CO or any applicable collective bargaining agreements (Gesamtarbeitsverträge) in connection with the indirect change of control of Luminex AG. If any such obligations exist, Breitfeld Hess should advise on the required procedures and timeline for compliance.
5. Information and Documents to Be Provided
5.1 Documents Enclosed with this Letter
The following documents are enclosed with this Instruction Letter for Breitfeld Hess's use in preparing the Swiss regulatory filings:
1. Enclosure 1: Execution version of the Agreement and Plan of Merger dated March 24, 2025 (English language).
2. Enclosure 2: Organizational chart of the Buyer group, showing the relationships among Ardent Capital Partners III LP, Ardent Capital GP III LLC, Ardent Apex Holdings Inc. (Parent), and Ardent Apex Merger Sub Inc. (Merger Sub).
3. Enclosure 3: Organizational chart of the Target group, showing the relationships among Luminex Systems Holdings Inc. (Luminex Holdings), Luminex Systems AG (Switzerland), Luminex Systems GmbH (Germany), Luminex Systems UK Ltd. (United Kingdom), Luminex Systems Pte. Ltd. (Singapore), and Luminex Systems Inc. (United States).
4. Enclosure 4: Summary of Sources & Uses for the Transaction. Total sources are approximately $2,901,000,000, comprising: (a) equity contributions from Ardent Capital Partners III LP (including co-investors), (b) rollover equity from management and employees ($405,020,000), (c) Term Loan B ($1,200,000,000), (d) Revolver (undrawn at closing), and (e) Mezzanine Financing ($300,000,000). Total uses include: (a) cash consideration to cashing-out shareholders ($2,394,980,000), (b) rollover equity ($405,020,000), (c) estimated buyer transaction expenses ($62,000,000), (d) estimated seller transaction expenses ($29,000,000), and (e) debt financing fees ($24,000,000).
5. Enclosure 5: Ardent Capital Partners III LP — Fact Sheet, including fund details, AUM, investment focus, and managing partner biographies.
6. Enclosure 6: Luminex Systems AG — Financial Summary (2024), including revenue ($487,000,000), Adjusted EBITDA ($121,800,000), employee count (~4,200), and product description of the Luminex One platform.
7. Enclosure 7: Vectis Solutions LLC — Fact Sheet, including 2024 revenue ($68,000,000), description of procurement SaaS business, and key personnel (CEO: Michael Parekh).
8. Enclosure 8: Regulatory Filing Timetable (internal working document excerpt), showing the status and target dates for all Transaction-related regulatory filings across jurisdictions.
5.2 Information Requested from Breitfeld Hess
In order to finalize the COMCO Notification and the Lex Koller assessment, and to ensure that the filings are complete and accurate, we request that Breitfeld Hess obtain and provide the following information:
(a) Swiss-specific revenue data for Luminex AG and any Ardent Capital portfolio companies with a Swiss nexus (including Vectis Solutions LLC), for purposes of confirming that the KartG jurisdictional thresholds are met. This data should reflect audited 2024 revenue figures attributed specifically to Switzerland, rather than DACH-wide or regional estimates.
(b) Luminex AG's Swiss real estate holdings, including a complete inventory of any owned properties, Baurecht interests, long-term leaseholds, or other real property interests held by Luminex AG or any of its Swiss subsidiaries or affiliates.
(c) Luminex AG's Swiss regulatory licenses or FINMA-supervised status, including confirmation as to whether Luminex AG holds any banking, securities, fund management, fintech, or other financial-services licenses in Switzerland.
(d) Swiss-specific market share data for the procurement-automation SaaS market, including market share estimates for Luminex AG, Vectis Solutions LLC, and their principal competitors in Switzerland.
(e) COMCO precedent decisions in enterprise software, SaaS, or cloud ERP merger reviews, including any decisions that address market definition, competitive assessment, or the treatment of common private-equity ownership in the context of horizontal overlaps.
(f) Confirmation of applicable filing fees for the COMCO Notification and any Lex Koller filing.
(g) Recommended filing language (German or French) for the COMCO Notification, taking into account the location of Luminex AG's headquarters and Breitfeld Hess's customary practice.
We ask that Breitfeld Hess provide the above information, or preliminary indications thereof, as promptly as practicable and in any event no later than April 5, 2025, to enable timely finalization of the draft notification.
6. Coordination with Other Filings and Counsel
The Transaction is subject to regulatory review in multiple jurisdictions, and it is critical that the Swiss filings be coordinated with parallel filings to ensure consistency in the description of the Transaction, the relevant markets, competitive conditions, and the parties involved. We request that Breitfeld Hess coordinate the timing and substance of the Swiss filings with the following:
(a) Calderwood & Harkness LLP (New York) — HSR/FTC filing made March 28, 2025 (Transaction No. HSR-20250328-4192). We anticipate that the Antitrust Division of the DOJ or the FTC may issue a Second Request for additional information and documentary material on or about April 25, 2025. Primary contact: Elaine Forsythe (Antitrust Partner); Ryan Kowalski (Lead Associate).
(b) Calderwood & Harkness LLP (New York / Washington, D.C.) — CFIUS voluntary joint notice filed April 4, 2025 (Tracking No. CFIUS-2025-0087). The initial 45-day assessment period expires on or about May 19, 2025, subject to CFIUS's ability to extend the review into a 45-day investigation period. Primary contact: James Prentice (Partner); Megan Chu (Working Associate).
(c) Wendt Schäfer Rechtsanwälte PartG mbB (Frankfurt) — the German Bundeskartellamt filing is scheduled for April 9, 2025 (File No. B6-34/25). Lead partner: Dr. Katarina Wendt. For the Bundeskartellamt filing, we note that Luminex Systems GmbH (Munich) reported 2024 German revenue of approximately €67,000,000 and that Vectis Solutions GmbH (the German subsidiary of Vectis Solutions LLC) reported 2024 German revenue of approximately €12,000,000. Breitfeld Hess should coordinate with Dr. Wendt to ensure consistency between the Swiss and German filings with respect to market definitions, market share data, and the competitive assessment.
(d) Breitfeld Hess & Partner AG (Zürich) — Breitfeld Hess is also responsible for the EU Foreign Subsidies Regulation notification (Case No. FSR.M.2025-0412), which is scheduled for April 11, 2025. It is essential that the Swiss COMCO Notification and the EU FSR notification are internally consistent, particularly with respect to market descriptions, competitive analysis, and financial-contribution data (for FSR purposes). We request that Breitfeld Hess prepare both filings on a coordinated basis to avoid any inconsistencies that could create difficulties with either COMCO or the European Commission.
Seller's Counsel:
The Seller and Target are represented by Caldwell, Raines & Sheppard LLP, 51 West 52nd Street, New York, NY 10019. The lead transaction partner is Patricia Okonkwo; the working associate is Daniel Feinberg; the antitrust partner is Gregory Lam. Cooperation with Seller's counsel may be necessary with respect to certain joint filing elements, particularly the provision of financial data, market share information, and other information that is in the Target's possession or control.
Target's Auditors:
The auditors of Luminex Systems AG and Luminex Holdings are Hargrove Thornton LLP (audit partner: Margaret Dawson). Hargrove Thornton LLP may be a source for audited financial data, Swiss-specific revenue breakdowns, and other accounting information needed for the COMCO Notification.
Buyer's Financial Advisor:
The Buyer's financial advisor is Whitfield Partners LLC (contact: Christopher Brennan). Whitfield Partners may be a source for market data, industry benchmarking, and valuation materials that could be useful in preparing the competitive assessment section of the COMCO Notification.
7. Timing, Deliverables, and Next Steps
Given the target filing date of April 7, 2025, we set forth the following timetable for the preparation and filing of the Swiss regulatory submissions:
Ongoing Communication: