CALDERWOOD & HARKNESS LLP
Attorneys at Law
7 Times Square New York, NY 10036 Telephone: (212) 848-4000 Facsimile: (212) 848-4099 www.calderwoodharkness.com
555 California Street, Suite 3200, San Francisco, CA 94104 1 Angel Court, London EC2R 7HJ, United Kingdom
March 24, 2025
VIA EMAIL AND FEDEX
Patricia Okonkwo, Esq. Partner Caldwell, Raines & Sheppard LLP 51 West 52nd Street New York, NY 10019
Re: Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company") — Transmittal of Execution Counterparts
Calderwood & Harkness Matter No. 1001-00004
Dear Patricia:
As you know, this firm represents Ardent Capital Partners III LP ("Ardent Capital"), Ardent Apex Holdings Inc. ("Parent"), and Ardent Apex Merger Sub Inc. ("Merger Sub") in connection with the above-referenced transaction. Specifically, the transaction contemplates the reverse triangular merger of Merger Sub with and into Luminex Systems Holdings Inc. (the "Company"), with the Company surviving as a wholly owned subsidiary of Parent, pursuant to that certain Agreement and Plan of Merger dated as of March 24, 2025, by and among Parent, Merger Sub, and the Company (the "Merger Agreement"). As set forth in the Merger Agreement, the aggregate merger consideration to be paid by Parent to the stockholders of the Company in the Merger is approximately $2,800,000,000 (two billion eight hundred million dollars), representing $20.00 per share of Company common stock based on approximately 140,000,000 fully diluted shares of the Company's outstanding common stock.
Transmittal of Executed Documents
This letter accompanies and transmits the following executed documents in connection with the Merger Agreement:
1. Agreement and Plan of Merger. Two (2) original counterparts of the Merger Agreement, each executed by Parent (Ardent Apex Holdings Inc.) and Merger Sub (Ardent Apex Merger Sub Inc.) and dated as of March 24, 2025. Each counterpart bears original wet-ink signatures of the authorized signatories on behalf of Parent and Merger Sub.
2. Buyer's Disclosure Schedules. The Buyer's Disclosure Schedules to the Merger Agreement, delivered on behalf of Parent pursuant to Article V of the Merger Agreement, executed by an authorized officer of Parent. The Buyer's Disclosure Schedules are attached to each counterpart of the Merger Agreement and are incorporated therein by reference.
Please note that PDF copies of all executed counterparts described above are being transmitted simultaneously via email to you and to Daniel Feinberg at Caldwell, Raines & Sheppard LLP at the email addresses we have on file. The originals described above are being delivered to your offices via FedEx for overnight delivery and should arrive no later than March 25, 2025. We kindly request that you acknowledge receipt of both the electronic and physical counterparts at your earliest convenience.
We further request that Caldwell, Raines & Sheppard arrange for the execution of the Merger Agreement by Luminex Systems Holdings Inc. and the return of two (2) original Company-executed counterparts to our attention at the address set forth below. Upon receipt of the Company-executed counterparts, we will coordinate with your office to ensure that each party holds a fully executed original of the Merger Agreement for its files.
Confirmation of Execution Authority
We hereby confirm that the Merger Agreement and the Buyer's Disclosure Schedules have been duly authorized, executed, and delivered on behalf of Parent and Merger Sub. Such authorization was effected pursuant to the following corporate actions:
(a) Written Consent of the Board of Directors of Ardent Apex Holdings Inc., adopted unanimously by the directors thereof on March 23, 2025, authorizing the execution, delivery, and performance by Parent of the Merger Agreement and the transactions contemplated thereby;
(b) Written Consent of the Board of Directors of Ardent Apex Merger Sub Inc., adopted unanimously by the directors thereof on March 23, 2025, authorizing the execution, delivery, and performance by Merger Sub of the Merger Agreement and the consummation of the Merger; and
(c) Written Consent of Ardent Apex Holdings Inc., in its capacity as the sole stockholder of Merger Sub, adopted on March 23, 2025, approving the Merger Agreement and the Merger in accordance with the requirements of Section 228 of the Delaware General Corporation Law.
Copies of the foregoing resolutions and written consents are being retained in our files and will be made available to Caldwell, Raines & Sheppard upon request. We are prepared to furnish certified copies of such resolutions as may be required at or prior to the Closing.
Request for Company Counterparts and Seller Deliverables
In order to complete the exchange of execution counterparts and to facilitate the parties' progress toward satisfaction of the conditions to Closing, we respectfully request that Caldwell, Raines & Sheppard deliver the following documents to us at your earliest convenience:
1. Company-Executed Counterparts of the Merger Agreement. Two (2) original counterparts of the Merger Agreement, duly executed by Luminex Systems Holdings Inc., for delivery to Parent and for retention by Calderwood & Harkness on behalf of Parent and Merger Sub.
2. Company's Disclosure Schedules. The Company's Disclosure Schedules (i.e., the Seller's/Target's Disclosure Schedules) to the Merger Agreement, duly executed and delivered by an authorized officer of Luminex Systems Holdings Inc. in accordance with Article IV of the Merger Agreement. We note that, pursuant to Section 10.14 of the Merger Agreement, the Company's Disclosure Schedules are required to be delivered concurrently with the execution and delivery of the Merger Agreement by the Company.
3. Confirmation of Board Approval. Written confirmation, in form reasonably satisfactory to Parent, that the Board of Directors of Luminex Systems Holdings Inc. has duly adopted resolutions approving the Merger Agreement, the Merger, and the other transactions contemplated by the Merger Agreement, and recommending that the stockholders of the Company approve and adopt the Merger Agreement and the Merger, in each case in accordance with the Delaware General Corporation Law and the Company's certificate of incorporation and bylaws.
4. Stockholder Written Consents or Approvals. Written consents or approvals of the stockholders of Luminex Systems Holdings Inc. approving and adopting the Merger Agreement and the Merger, to the extent such consents or approvals are required under applicable law and the Company's organizational documents. As you are aware, the principal stockholders of the Company include Ridgeline Growth Equity Fund II LP (holding approximately 52% of the Company's outstanding common stock), Meridian Venture Partners IV LP (holding approximately 20% of the Company's outstanding common stock), and various management and employee holders (holding, in the aggregate, approximately 28% of the Company's outstanding common stock). We understand that it may be necessary for the Company to obtain written consents from certain of these holders in order to satisfy the stockholder approval condition set forth in Section 7.01(a) of the Merger Agreement, and we request that you advise us as to the anticipated timing for obtaining such consents.
We would appreciate receiving the foregoing deliverables as promptly as practicable, and in any event within five (5) business days of the date hereof, to the extent consistent with the Company's internal approval processes.
Post-Signing Matters
Following the exchange of executed counterparts, the parties will proceed with the regulatory filing process in accordance with Section 6.03 of the Merger Agreement and the agreed-upon regulatory timeline. As discussed among the parties, the key regulatory filings and notifications anticipated in connection with the transaction include the following:
• Hart-Scott-Rodino Act Premerger Notification. Parent and the Company intend to file their respective HSR Act Notification and Report Forms with the Federal Trade Commission and the Antitrust Division of the Department of Justice. The anticipated filing date is March 28, 2025, and we expect to coordinate with your office on the preparation and submission of such filings.
• CFIUS Voluntary Joint Notice. Parent and the Company anticipate filing a voluntary joint notice with the Committee on Foreign Investment in the United States (CFIUS) under Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder. We will circulate a draft joint notice for your review in the near term.
• Swiss FINMA/SECO Notification. In light of the Company's operations in Switzerland, notifications to the Swiss Financial Market Supervisory Authority (FINMA) and/or the State Secretariat for Economic Affairs (SECO) are expected to be required. We are coordinating with our Swiss counsel on the scope and timing of such filings.
• Bundeskartellamt Notification. A merger control filing with the German Federal Cartel Office (Bundeskartellamt) is anticipated to be required under the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen). We expect to prepare and submit this filing within the timeframe contemplated by the Merger Agreement.
• EU Foreign Subsidies Regulation Notification. A notification under Regulation (EU) 2022/2560 of the European Parliament and of the Council (the "EU Foreign Subsidies Regulation") may be required in connection with the transaction. We are evaluating the applicability of the FSR notification thresholds and will advise you accordingly.
Calderwood & Harkness will be in contact with you and your team regarding coordination of the foregoing filings, the allocation of responsibility for preparation of the various submissions, and the related timetable for regulatory review. We note that, pursuant to Section 8.01(b) of the Merger Agreement, the Outside Date for consummation of the Merger is September 10, 2025, which date is subject to automatic extension to December 10, 2025 in the event that, as of September 10, 2025, the sole condition to Closing that remains unsatisfied (other than those conditions that by their nature are to be satisfied at the Closing) is the receipt of one or more required regulatory approvals or the expiration or termination of applicable waiting periods.
Ancillary Agreements
We wish to note that the following ancillary agreements in connection with the transaction are currently being finalized and will be transmitted to you under separate cover or, as applicable, in connection with the Closing:
• Escrow Agreement. The Escrow Agreement by and among Parent, the Company (or its successor), the Stockholders' Representative, and Continental Fiduciary Trust Company, as escrow agent (Escrow Account Reference No. CFT-ESC-2025-7894). As set forth in Section 2.07 of the Merger Agreement, the escrow deposit will be in the amount of $140,000,000 (one hundred forty million dollars), representing 5% of the aggregate merger consideration, to be held in escrow to secure the indemnification obligations of the Company's stockholders under Article IX of the Merger Agreement. We expect to circulate a revised draft of the Escrow Agreement for your review by the end of this week.
• Paying Agent Agreement. The Paying Agent Agreement between Parent and Atlas Shareholder Services Inc., as paying agent, providing for the mechanics of payment of the merger consideration to the Company's stockholders in accordance with Section 2.06 of the Merger Agreement. A near-final draft of the Paying Agent Agreement is being prepared and will be transmitted to you shortly.
• Rollover Agreements. The Rollover Agreements to be entered into by certain members of the Company's management team who have agreed to reinvest a portion of their merger consideration in Parent, including Dr. Stefan Kessler (Chief Executive Officer), Annelise Gruber (Chief Technology Officer), Dr. Markus Vogt (Chief Operating Officer), and certain other management and employee holders, in each case on the terms described in Section 6.10 of the Merger Agreement. We are finalizing the individual rollover election forms and expect to circulate them for review in the coming days.
We respectfully request that any comments from Caldwell, Raines & Sheppard on the forms of the ancillary agreements described above be provided at your earliest opportunity so that we can work toward finalizing all transaction documentation in advance of the anticipated Closing.
Confidentiality
We remind you that the Merger Agreement and all related documents, schedules, and exhibits transmitted herewith or in connection herewith remain subject to the confidentiality provisions set forth in Article X of the Merger Agreement and in that certain Confidentiality and Non-Disclosure Agreement, dated as of October 15, 2024, by and between Ardent Capital Partners III LP and Luminex Systems Holdings Inc. (the "NDA"), as amended. We request that the distribution of the enclosed documents be limited to authorized persons at Caldwell, Raines & Sheppard LLP, Luminex Systems Holdings Inc., Ridgeline Growth Equity Fund II LP, and Meridian Venture Partners IV LP, in each case on a need-to-know basis and subject to applicable confidentiality obligations.
Contact Information
Please direct any questions or correspondence regarding the Merger Agreement or any aspect of the transaction to the following members of our team:
James Prentice, Partner Telephone: (212) 848-4112
Email: jprentice@calderwoodharkness.com
Ryan Kowalski, Associate Telephone: (212) 848-4376
Email: rkowalski@calderwoodharkness.com
We would also appreciate your copying Sandra Tung, Billing Partner (stung@calderwoodharkness.com), on any correspondence related to this matter for our internal records.
We look forward to working with you and your team toward a successful closing of this transaction. Please do not hesitate to contact us should you require any additional information or if there are any questions regarding the enclosed documents.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
James Prentice Partner Calderwood & Harkness LLP 7 Times Square New York, NY 10036
Enclosures (as described above):
1. Agreement and Plan of Merger, dated as of March 24, 2025 — two (2) original execution counterparts executed by Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.
2. Buyer's Disclosure Schedules to the Merger Agreement — executed by Ardent Apex Holdings Inc.
cc (via email):
Theodore "Ted" Hargrove, Co-Founder & Managing Partner, Ardent Capital Partners III LP, 399 Park Avenue, 42nd Floor, New York, NY 10022 Victoria Langford, Co-Founder & Managing Partner, Ardent Capital Partners III LP Sandra Tung, Partner, Calderwood & Harkness LLP Ryan Kowalski, Associate, Calderwood & Harkness LLP Megan Chu, Associate, Calderwood & Harkness LLP Daniel Feinberg, Associate, Caldwell, Raines & Sheppard LLP