Dear Dr. Breitfeld,
I hope this message finds you well. I am writing to coordinate on the status and timelines for the two regulatory filings being handled by Breitfeld Hess & Partner AG in connection with the acquisition of Luminex Systems Holdings Inc. by Ardent Apex Holdings Inc. (and its parent, Ardent Capital Partners III LP) for $2.8 billion via reverse triangular merger under Delaware law.
As you know, your firm is managing (a) the Swiss Competition/SECO notification and (b) the EU Foreign Subsidies Regulation notification. These are two of five parallel regulatory workstreams — alongside HSR, CFIUS, and Bundeskartellamt — and we are maintaining an internal tracker to align all timelines against the outside date of September 10, 2025 (extendable by either party to December 10, 2025 if the sole unsatisfied closing condition is regulatory approval). Given that we are now in the early review stages on multiple fronts, I wanted to reach out to confirm current status and identify any items requiring attention.
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**1. Swiss Competition / SECO Filing (File No. 32-0973)**
We understand that the Swiss FINMA/SECO notification was filed on April 7, 2025, in accordance with our prior instruction letter. Could you please confirm the following:
- **Current status:** We believe the filing is in Phase I review. Please confirm and advise whether the Swiss Competition Commission or SECO has acknowledged receipt and whether any preliminary questions or requests for additional information have been communicated.
- **Filing basis:** As set forth in the instruction letter, the basis for notification is that the parties' combined Swiss revenues exceed the CHF 100 million threshold under the Cartel Act (KartG), and that Lex Koller / SESTA considerations apply given that the acquirer is a U.S.-based private equity fund. Please confirm that the notification addressed these bases as directed.
- **Swiss entity details:** Luminex Systems AG (Bahnhofstrasse 71, 8001 Zürich; Commercial Register No. CHE-284.391.057) is the ultimate Swiss parent entity, and Luminex's DACH region represents approximately 35% of global revenue. Please confirm these details were accurately reflected.
- **Phase I timeline:** Please confirm the expected Phase I review period and any deadlines by which the authorities may request additional information or open a Phase II investigation.
- **Phase I vs. Phase II risk:** We would appreciate your assessment of the likelihood of Phase I clearance versus a Phase II investigation, including any substantive questions or areas of concern raised by the Swiss Competition Commission or SECO to date.
- **Bundeskartellamt coordination:** Given the cross-border DACH market overlap, please advise whether any coordination is needed with the German Bundeskartellamt filing (File No. B6-34/25, filed April 9, 2025 via Wendt Schäfer Rechtsanwälte PartG mbB / Dr. Katarina Wendt). We want to ensure that the two filings are consistent and that any authority-to-authority communication is anticipated and managed.
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**2. EU Foreign Subsidies Regulation Notification (Case No. FSR.M.2025-0412)**
We understand that the EU FSR notification was filed on April 11, 2025, as directed in our prior instruction letter. We would appreciate your confirmation and guidance on the following:
- **Filing basis:** The notification was required because EU turnover exceeds €500 million and foreign financial contributions exceed €50 million in the aggregate, reflecting Ardent Capital Partners III LP's limited partner base, which includes sovereign wealth and state-affiliated pension funds.
- **Preliminary review period:** The preliminary review period is 25 business days from the notification date. Please confirm the calculated expiry date based on the April 11 filing.
- **Commission acknowledgment:** Has the European Commission acknowledged receipt of the notification? Have any preliminary questions or requests for supplemental information been received?
- **Preliminary review vs. in-depth investigation risk:** We would value your assessment of the likelihood that the review remains in the preliminary phase versus triggers an in-depth investigation (which would add an additional 110 business days).
- **Co-investor disclosure:** As noted in the instruction letter, the co-investors include Northvale Sovereign Holdings Ltd. (Cayman Islands), with a $200 million co-invest commitment, and Summit Ridge Capital Partners LP (Chicago), with a $100 million co-invest commitment. Please advise whether the FSR filing adequately addressed the nature of the financial contributions flowing through these vehicles, and whether any supplemental disclosure regarding their structures, ultimate beneficial owners, or sources of capital is advisable at this stage.
- **Fund details:** Ardent Capital Partners III LP has a fund size of $12.5 billion (Fund III, vintage 2023), and firm-wide AUM is $31.4 billion across four flagship funds and co-investment vehicles. Please confirm that these figures were accurately reflected in the notification as filed.
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**3. Timeline Alignment and Outside Date Considerations**
For your reference, below is a summary of the five parallel regulatory filings and their current status:
| **Filing**
The target estimated closing is Q3 2025 (July–August 2025), with the outside date of September 10, 2025 and the extension right to December 10, 2025 as noted above. It is critical that we receive prompt communication of any delays, supplemental information requests, or other developments from the Swiss or EU authorities so that the deal team can evaluate the impact on the overall closing timeline in real time. Elaine Forsythe, who is coordinating the overall regulatory strategy for Calderwood & Harkness, is copied on this email.
Please note that we maintain an internal regulatory conditions and timetable tracker, and an updated version will be circulated separately to the deal team. For privilege reasons, it is not attached to this correspondence. You should have on file the previously transmitted instruction letters for both the Swiss and EU FSR filings.
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**4. Action Items**
To summarize, we would appreciate your response on the following:
1. Confirmation of Swiss filing status and expected Phase I timeline; 2. Any substantive questions or information requests received from the Swiss Competition Commission or SECO; 3. Your assessment of Phase I clearance vs. Phase II investigation risk (Swiss); 4. Confirmation of EU FSR notification receipt by the European Commission and the calculated 25-business-day review expiry date; 5. Any preliminary questions or supplemental information requests received from the European Commission; 6. Your assessment of preliminary review clearance vs. in-depth investigation risk (EU FSR); 7. Whether additional disclosure regarding the Northvale Sovereign Holdings or Summit Ridge Capital Partners co-investment structures is advisable for FSR purposes; and 8. Whether any coordination is needed between the Swiss and German (Bundeskartellamt) filings.
If possible, we would be grateful to receive a written status update by end of week (Friday, April 18).
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Ryan Kowalski (lead associate) and James Prentice (responsible partner) are copied on this email and are available should you have any questions or wish to discuss any of the above by phone. We very much appreciate the excellent work by you and the Breitfeld Hess team on both filings, and we look forward to your update.
With kind regards,
Megan Chu Associate Calderwood & Harkness LLP 7 Times Square New York, NY 10036 T: +1 (212) 558-4000 E: mchu@calderwoodharkness.com