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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT This memorandum and the information contained herein are protected by the attorney-client privilege and the work product doctrine. This memorandum is intended solely for the use of the addressees and other authorized persons within Calderwood & Harkness LLP and its client, Ardent Capital Partners III LP. Any unauthorized review, use, disclosure, or distribution is strictly prohibited.
MEMORANDUM
TO: James Prentice, Partner; Sandra Tung, Partner
FROM: Ryan Kowalski, Lead Associate; Megan Chu, Working Associate
DATE: April 2025 (Working Document — Updated on a Rolling Basis)
RE: Corporate & Organizational Due Diligence Summary — Luminex Systems Holdings Inc. and Subsidiaries
MATTER NO.: 1001-00004
CLIENT: Ardent Capital Partners III LP
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I. Executive Summary
This memorandum summarizes the findings of our corporate and organizational due diligence review of Luminex Systems Holdings Inc. ("Luminex Holdings," the "Company," or the "Target") and its direct and indirect subsidiaries conducted in connection with the proposed acquisition by Ardent Capital Partners III LP ("Ardent Capital" or "Buyer") of all of the outstanding equity interests of Luminex Holdings for an aggregate equity consideration of $2,800,000,000 (the "Transaction"). The Transaction is structured as a reverse triangular merger of Ardent Apex Merger Sub Inc. ("Merger Sub") with and into Luminex Holdings under the Delaware General Corporation Law (the "DGCL"), with Luminex Holdings surviving as a wholly owned subsidiary of Ardent Apex Holdings Inc. ("Apex Holdings" or "Parent").
The Transaction is governed by an Agreement and Plan of Merger dated March 24, 2025 (the "Merger Agreement") among Apex Holdings, Merger Sub, and Luminex Holdings. The per-share merger consideration is $20.00, which, based upon 140,000,000 fully diluted shares of Luminex Holdings common stock outstanding, yields the aggregate equity consideration of $2,800,000,000. The per-share merger consideration is subject to customary adjustments as set forth in the Merger Agreement.
Our due diligence review was conducted pursuant to a comprehensive due diligence request list delivered to the Target's legal counsel, Caldwell, Raines & Sheppard LLP (Patricia Okonkwo, lead partner; Daniel Feinberg, associate), on March 28, 2025. Documents responsive to our requests were produced and reviewed in a virtual data room (the "Data Room") maintained by the Target's financial advisor, Pinehurst Rothwell & Co. (Samantha Delacroix, Vice President). The Data Room is hosted on the Thackeray Solutions platform under Project Apex. As of the date of this memorandum, the Data Room contains approximately 4,700 documents organized across 23 folders. Our corporate and organizational review focused primarily on folders 1 through 5 (Corporate Records and Formation Documents), folder 8 (Capitalization and Equity), folder 10 (Intercompany Agreements), and folder 18 (Reorganization Materials).
In connection with our review, we engaged the following local counsel to assist with diligence matters in non-U.S. jurisdictions:
• Switzerland: Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld, lead partner), Talstrasse 82, 8001 Zürich, Switzerland, for Swiss corporate, regulatory, and foreign-investment matters;
• Germany: Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt, lead partner), Maximilianstrasse 35, 80539 Munich, Germany, for German corporate and commercial register matters; and
• Singapore: Tan Liang & Associates LLP (Kelvin Tan, lead partner), 8 Marina Boulevard, #36-01, Singapore 018981, for Singapore corporate and regulatory matters.
Each local counsel has reviewed the relevant formation documents, charter instruments, commercial register filings, and good-standing certifications for the entities within their respective jurisdictions and has provided written reports that are incorporated by reference into this memorandum.
Overall Assessment. Based on our review, the corporate and organizational structure of Luminex Holdings and its subsidiaries is generally well-maintained and properly documented. Our key findings and observations are as follows:
1. 2021 Reorganization/Inversion. In June 2021, the Luminex group undertook a corporate reorganization in which a newly formed Delaware corporation (Luminex Holdings) was interposed as the new ultimate parent entity through a 1:1 share exchange with the former ultimate parent, Luminex Systems AG (the "2021 Reorganization"). This structural feature is significant and is discussed in detail in Section II.B and Section X.A below.
2. Capitalization. The fully diluted share count of 140,000,000 shares has been confirmed through our review of the stock ledger, option grant records, restricted stock unit records, and the Luminex Systems Holdings Inc. Equity Incentive Plan. The per-share merger consideration of $20.00 has been validated.
3. Good Standing. All entities in the Luminex group appear to be duly organized, validly existing, and in good standing (or the local equivalent) in their respective jurisdictions of formation and qualification, based on the certificates and commercial register filings we have reviewed.
4. Open Items. Certain observations and open items have been identified and are flagged in Section X below, including outstanding Data Room requests, the need to confirm the ownership chain of Luminex Systems UK Ltd., and the continuing process of obtaining regulatory approvals, including filings with the Committee on Foreign Investment in the United States ("CFIUS"), the Swiss Competition Commission ("COMCO") and Federal Department of Economic Affairs ("SECO"), and the German Federal Cartel Office ("Bundeskartellamt").
This memorandum is organized as follows: Section II provides an overview of the organizational structure of the Luminex group. Sections III through VIII address each entity in the group individually. Section IX covers the buyer-side entities formed to effect the Transaction. Section X sets forth key observations and open items. Section XI provides our conclusion and recommendation. Appendices A through D contain supporting materials, including the organizational chart, entity summary table, capitalization table, and an index of due diligence documents reviewed.
This memorandum should be read in conjunction with the following companion work product prepared by our deal team and specialist groups:
• Material Contracts Review Memorandum
• Change of Control / Consent Tracker
• Employment & Benefits Due Diligence Summary Memorandum
• IP & Technology Due Diligence Summary Memorandum
• CFIUS Voluntary Notice Draft Narrative
• Antitrust Risk Assessment Memorandum
• Tax Structure Memorandum (Section 338(h)(10) Analysis)
II. Organizational Structure Overview
A. Corporate Organization Chart
The Luminex group consists of Luminex Holdings and five direct and indirect subsidiaries organized across four jurisdictions (the United States, Switzerland, Germany, the United Kingdom, and Singapore). The following describes the hierarchical structure of the Luminex group as of the date of this memorandum, reflecting the post-2021 Reorganization structure.
Top-Level Equity Holders (Pre-Closing). The outstanding equity of Luminex Holdings is held by the following stockholders:
(a) Ridgeline Growth Equity Fund II LP — 52% (72,800,000 shares). Ridgeline Growth Equity Fund II LP is a Delaware limited partnership whose general partner is Ridgeline Growth Equity GP II LLC, a Delaware limited liability company managed by Jonathan Ashford. Ridgeline Growth Equity Fund II LP is headquartered at 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116. Ridgeline is the controlling stockholder and its designee, Mr. Ashford, serves on the Luminex Holdings board of directors. Ridgeline acquired its majority stake in the Luminex group in 2018 through a Series C growth equity investment at an implied enterprise value of approximately $650,000,000.
(b) Meridian Venture Partners IV LP — 20% (28,000,000 shares). Meridian Venture Partners IV LP is a Delaware limited partnership whose general partner is Meridian Venture GP IV LLC, a Delaware limited liability company managed by Claire Fujimoto. Meridian Venture Partners IV LP is headquartered at 600 Montgomery Street, Suite 2800, San Francisco, California 94111. Meridian's designee, Ms. Fujimoto, serves on the Luminex Holdings board of directors. Meridian originally invested in Luminex in the Series A round in 2012 and has maintained its position through subsequent rounds and the 2021 Reorganization.
(c) Management and Employees — 28% aggregate (39,200,000 shares). The management and employee stockholders hold their equity through a combination of common stock, vested stock options, and vested restricted stock units. The four most significant individual holders among management are Dr. Stefan Kessler (CEO), Annelise Gruber (CFO), Dr. Markus Vogt (CTO), and various other members of senior and mid-level management who have received equity grants under the Luminex Systems Holdings Inc. Equity Incentive Plan. Detailed ownership and rollover information for management stockholders is set forth in Section III.C below and in Appendix C.
Luminex Systems Holdings Inc. (Delaware corporation) is the U.S. intermediate holding company and the Target in the Transaction. Luminex Holdings was incorporated on June 14, 2021 in connection with the 2021 Reorganization (described in Section II.B below). Luminex Holdings is 100% owned by the foregoing stockholders through a mirrored 1:1 share exchange structure established in the 2021 Reorganization. Luminex Holdings' direct and indirect subsidiaries are as follows:
(i) Luminex Systems AG (Swiss Aktiengesellschaft, Canton of Glenrock Assurance) — wholly owned subsidiary of Luminex Holdings. Luminex AG is the original parent entity of the Luminex group, founded in 2009 in Zürich, Switzerland. Despite its historical role as the ultimate parent, Luminex AG became a subsidiary of Luminex Holdings following the 2021 Reorganization. Luminex AG remains the primary operating entity for the DACH region (Germany, Austria, and Switzerland) and holds the following subsidiaries:
• Luminex Systems GmbH (German Gesellschaft mit beschränkter Haftung, Munich) — wholly owned subsidiary of Luminex AG, serving the German market;
• Luminex Systems Pte. Ltd. (Singapore private limited company) — wholly owned subsidiary of Luminex AG, serving the Asia-Pacific market.
(ii) Luminex Systems Inc. (Delaware corporation) — wholly owned subsidiary of Luminex Holdings, serving as the U.S. operating subsidiary for North American business.
(iii) Luminex Systems UK Ltd. (private limited company, England and Wales) — wholly owned subsidiary of Luminex Holdings, serving the United Kingdom and Nordics markets. We note that certain Data Room documents initially reflected Luminex UK as a subsidiary of Luminex AG rather than Luminex Holdings. Based on the most recent organizational chart provided in the Data Room (Data Room Document No. 1.04, dated February 2025) and the share register excerpt for Luminex UK, Luminex UK appears to be a direct subsidiary of Luminex Holdings. We are seeking confirmation of this ownership chain from the Target's counsel, and this item is flagged in Section X.F below.
A graphical depiction of the full corporate structure is set forth in Appendix A.
B. 2021 Reorganization / Inversion
In June 2021, the Luminex group undertook a corporate reorganization that fundamentally altered the group's holding structure. The key features and timeline of the 2021 Reorganization are as follows:
(a) Formation of Luminex Holdings. On June 14, 2021, Luminex Systems Holdings Inc. was incorporated as a new Delaware corporation for the express purpose of serving as the new ultimate holding company of the Luminex group. The certificate of incorporation was filed with the Delaware Secretary of State on that date. The registered agent designated at the time of incorporation was Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901, which continues to serve in that capacity.
(b) Share Exchange Agreement. On or about June 28, 2021, the stockholders of Luminex AG entered into a Share Exchange Agreement (the "Share Exchange Agreement") pursuant to which each outstanding share of Luminex AG was exchanged on a 1:1 basis for one newly issued share of Luminex Holdings common stock. The Share Exchange Agreement was executed by Luminex AG, Luminex Holdings, Ridgeline Growth Equity Fund II LP, Meridian Venture Partners IV LP, and each management and employee stockholder. We have reviewed a fully executed copy of the Share Exchange Agreement located in Data Room folder 18.
(c) Completion. Following consummation of the share exchange, Luminex Holdings became the new top-level corporate entity of the group, and Luminex AG became a wholly owned subsidiary of Luminex Holdings. The share exchange was completed on or about July 1, 2021.
(d) Purpose. The stated purpose of the 2021 Reorganization, as reflected in the board resolutions and stockholder consent materials, was threefold: (i) to facilitate access to U.S. capital markets in anticipation of a potential initial public offering; (ii) to align the corporate domicile with the group's largest revenue base (North America accounted for approximately 40% of consolidated revenues at the time); and (iii) to accommodate institutional investor preferences for a U.S.-domiciled parent entity.
(e) Regulatory Approvals. The 2021 Reorganization required certain regulatory approvals, including a Swiss cantonal approval for the transfer of Luminex AG shares and notification to the Swiss Commercial Register. We have reviewed copies of the relevant approvals and filings in Data Room folder 18, and our Swiss counsel, Breitfeld Hess & Partner AG, has confirmed that the reorganization was properly completed under Swiss law.
(f) Tax Treatment. The 2021 Reorganization was structured as a tax-free reorganization under Section 368(a)(1)(B) of the Internal Revenue Code. The tax analysis is addressed in the separate Tax Structure Memorandum prepared by our tax group.
Our review of the reorganization documents — including the Share Exchange Agreement, board resolutions of Luminex AG and Luminex Holdings, stockholder consent materials, regulatory filings, and related correspondence — confirms that the 2021 Reorganization was properly authorized and fully consummated. The 1:1 mirroring structure means that Luminex Holdings shares are the operative equity for purposes of the Transaction, and we have confirmed that there are no residual ownership claims at the Luminex AG level.
III. Luminex Systems Holdings Inc. (Delaware — The Target)
A. Formation and Good Standing
The following summarizes the formation and good-standing status of Luminex Systems Holdings Inc.:
We have reviewed a certified copy of the Certificate of Incorporation of Luminex Holdings as filed with the Delaware Secretary of State on June 14, 2021, together with all amendments thereto. The Certificate of Incorporation was obtained through the Delaware Secretary of State's certified document service and is included in Data Room folder 1. The entity remains in good standing as of the date of our review, with all annual franchise taxes paid and all required filings current.
B. Charter Documents
Certificate of Incorporation. We have reviewed the original Certificate of Incorporation of Luminex Holdings, dated June 14, 2021, as well as all subsequent amendments. The Certificate of Incorporation provides for the following material terms:
(a) Authorized Capital Stock. The Certificate of Incorporation authorizes the issuance of 200,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. As of the date of this memorandum, no shares of preferred stock have been designated or issued.
(b) Purpose. The purpose clause is a standard general business purpose clause, authorizing the corporation to engage in any lawful act or activity for which corporations may be organized under the DGCL.
(c) Voting. There are no supermajority voting provisions beyond the DGCL defaults. Each share of common stock is entitled to one vote on all matters submitted to a vote of stockholders.
(d) Board of Directors. The board of directors is not classified; all directors are elected annually.
(e) Exculpation and Indemnification. The Certificate of Incorporation includes standard exculpation provisions under Section 102(b)(7) of the DGCL, limiting the personal liability of directors for monetary damages for breach of fiduciary duty to the extent permitted by law. Indemnification provisions are set forth in both the Certificate of Incorporation and the Bylaws.
Bylaws. We have reviewed the current Bylaws of Luminex Holdings, as adopted on June 14, 2021 and last amended on September 12, 2023. The Bylaws contain standard Delaware corporate governance provisions, including provisions addressing the following:
(a) Board Composition. The board consists of not fewer than three and not more than nine directors, as determined from time to time by the board. Currently, the board consists of five directors (with the possibility of additional independent directors, as discussed in Section III.D below).
(b) Officers. The Bylaws provide for the customary officer positions, including a Chief Executive Officer, Chief Financial Officer, Secretary, and such other officers as the board may designate.
(c) Quorum. A majority of the total number of directors then in office constitutes a quorum for the transaction of business at any meeting of the board. A majority of the shares entitled to vote, present in person or represented by proxy, constitutes a quorum at any stockholder meeting.
(d) Indemnification. Article VIII of the Bylaws provides for mandatory indemnification of directors, officers, and authorized agents to the fullest extent permitted by the DGCL, including advancement of expenses upon receipt of an undertaking to repay if indemnification is ultimately determined not to be appropriate.
(e) Amendment. The Bylaws may be amended by the affirmative vote of a majority of the board of directors or by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote.
We note that there is no stockholder rights plan (commonly known as a "poison pill") in effect, nor has one been adopted or proposed. This is consistent with the Company's status as a privately held entity controlled by institutional investors.
C. Capitalization
The capitalization of Luminex Holdings has been confirmed through our review of the following documents: (i) the stock ledger maintained by the Company; (ii) the records of Atlas Shareholder Services Inc., the Company's transfer agent; (iii) the Luminex Systems Holdings Inc. Equity Incentive Plan, including all option grant agreements and restricted stock unit agreements; and (iv) the capitalization table provided by the Company and verified by the Company's financial advisor, Pinehurst Rothwell & Co.
Authorized Shares. Per the Certificate of Incorporation, the authorized capital stock of Luminex Holdings consists of 200,000,000 shares of common stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share. No shares of preferred stock have been designated or issued.
Outstanding Shares (Fully Diluted). The total number of outstanding shares of common stock on a fully diluted basis is 140,000,000. This figure includes shares issuable upon the exercise of vested in-the-money stock options and the settlement of vested restricted stock units under the Luminex Systems Holdings Inc. Equity Incentive Plan.
Ownership Breakdown. The following table sets forth the ownership of Luminex Holdings on a fully diluted basis, together with the expected proceeds at $20.00 per share:
As reflected in the table above, the institutional sponsors (Ridgeline and Meridian) are receiving 100% cash consideration, while members of management are electing to roll over a portion of their equity into the post-closing parent entity, Apex Holdings, in exchange for new equity interests. The aggregate management rollover amount is $405,020,000, and the aggregate management cash-out amount is $378,980,000. The rollover arrangements are governed by separate Rollover Agreements entered into concurrently with the execution of the Merger Agreement and are addressed in the companion Material Contracts Review Memorandum.
Equity Incentive Plan. We have reviewed the Luminex Systems Holdings Inc. Equity Incentive Plan (the "Plan"), as adopted by the board of directors on July 15, 2021 and most recently amended on March 15, 2024. The Plan authorizes the grant of stock options, restricted stock units, stock appreciation rights, and other equity-based awards. All outstanding options and restricted stock units are included in the fully diluted share count of 140,000,000. The Merger Agreement provides for the treatment of outstanding equity awards at closing, including the cancellation and conversion of all outstanding vested options into the right to receive the per-share merger consideration (less the applicable exercise price) and the cancellation and conversion of all vested restricted stock units into the right to receive the per-share merger consideration. Unvested awards are subject to the terms of the applicable Rollover Agreements and post-closing equity arrangements.
Other Securities. Our review has confirmed that there are no outstanding warrants, convertible notes, SAFE agreements, or other dilutive securities beyond those reflected in the fully diluted share count of 140,000,000. The stock ledger and transfer records have been reviewed and are consistent with the capitalization table.
Transfer Agent. The transfer agent for Luminex Holdings is Atlas Shareholder Services Inc. (Dennis Carmichael, Director), 6201 15th Avenue, Brooklyn, New York 11219. We have obtained a stockholder list and transfer records from the transfer agent and have reconciled these records with the Company's internal stock ledger.
D. Board of Directors and Officers
Board of Directors. As of the date of this memorandum, the board of directors of Luminex Holdings consists of the following members:
(a) Roland Merz — Chairman of the Board. Mr. Merz also serves as Chairman of the Board of Directors (Verwaltungsratspräsident) of Luminex Systems AG. Mr. Merz has served on the board since the 2021 Reorganization and previously served as Chairman of Luminex AG since 2015.
(b) Jonathan Ashford — Director. Mr. Ashford is a designee of Ridgeline Growth Equity Fund II LP and serves as the managing member of Ridgeline Growth Equity GP II LLC. He has served on the board since the 2021 Reorganization and previously served on the Luminex AG board since Ridgeline's initial investment in 2018.
(c) Claire Fujimoto — Director. Ms. Fujimoto is a designee of Meridian Venture Partners IV LP and serves as the managing member of Meridian Venture GP IV LLC. She has served on the board since the 2021 Reorganization and previously served on the Luminex AG board since Meridian's Series A investment in 2012.
(d) Dr. Stefan Kessler — Director. Dr. Kessler serves as the Chief Executive Officer of Luminex Holdings and Luminex AG. He is a co-founder of the Company and has served on the board since inception.
(e) Additional independent directors may have been appointed since the most recent board resolution in our possession. We have requested an updated list of current directors from the Company's counsel and this item is noted in Section X.F below.
Officers. The current officers of Luminex Holdings are as follows:
(a) Dr. Stefan Kessler — Chief Executive Officer (b) Annelise Gruber — Chief Financial Officer (c) Dr. Markus Vogt — Chief Technology Officer (d) Additional officers, including the Secretary, General Counsel, and other functional officers, have been identified in the Data Room materials and are being confirmed.
Board Resolutions. We have reviewed the following board resolutions relevant to the Transaction:
(i) Resolution dated March 10, 2025, authorizing the engagement of Pinehurst Rothwell & Co. as financial advisor to the Company in connection with the Transaction, including the delivery of a fairness opinion;
(ii) Resolution dated March 10, 2025, authorizing the engagement of Caldwell, Raines & Sheppard LLP as legal counsel to the Company in connection with the Transaction;
(iii) Resolution dated March 22, 2025, approving the terms of the Merger Agreement and the related merger and recommending adoption of the Merger Agreement by the stockholders of the Company; and
(iv) Unanimous written consent of stockholders dated March 24, 2025, adopting the Merger Agreement.
All resolutions appear to have been properly adopted in accordance with the Company's Certificate of Incorporation, Bylaws, and the DGCL.
D&O Insurance. The Company currently maintains a directors' and officers' liability insurance policy. In accordance with the Merger Agreement, a six-year "tail" policy is to be procured prior to closing from Palisade Mutual Insurance Co. The tail policy will be issued under Policy No. PAL-DO-2025-11473 with a policy limit of $50,000,000. We have reviewed the binder for the tail policy and confirmed that the terms are consistent with the requirements of Section 6.04 of the Merger Agreement.
E. Minute Books and Corporate Records
We have reviewed the minute books of Luminex Holdings from the date of incorporation (June 14, 2021) through March 2025. The minute books include minutes of all meetings of the board of directors and written consents in lieu of meetings, as well as all actions taken by written consent of the stockholders. Our review confirms the following:
(a) All material corporate actions taken during the period from June 2021 through March 2025 appear to have been properly authorized by the board of directors and, where required, by the stockholders, in accordance with the Certificate of Incorporation, Bylaws, and applicable provisions of the DGCL.
(b) The Company has held regular quarterly board meetings and has documented all significant transactions, including the 2021 Reorganization, annual officer elections, approval of equity grants under the Plan, approval of intercompany transactions, and engagement of professional advisors.
(c) Annual Delaware franchise tax filings have been confirmed as current, with all taxes paid through the 2024 tax year. The Company's franchise tax for 2025 is not yet due.
(d) We have not identified any indication of defective corporate formalities, including any failure to observe corporate separateness between Luminex Holdings and its subsidiaries or stockholders.
F. Qualification to Do Business
Luminex Holdings is qualified to transact business as a foreign corporation in the Commonwealth of Virginia, where its operational headquarters are located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191. We have reviewed the foreign qualification certificate issued by the Virginia State Corporation Commission.
We have also reviewed foreign qualification certificates and franchise tax filings in other states where Luminex Holdings conducts business or is otherwise required to qualify. All qualifications appear to be current and in good standing.
IV. Luminex Systems AG (Switzerland)
A. Formation and Good Standing
The following summarizes the formation and good-standing status of Luminex Systems AG:
Our review of Luminex AG was conducted with the assistance of Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld). Dr. Breitfeld has confirmed that Luminex AG is validly registered and in good standing in the Swiss Commercial Register of the Canton of Glenrock Assurance, based on an excerpt obtained as of April 8, 2025. The Commercial Register excerpt confirms the entity's registered office, purpose, authorized signatories, and share capital.
Luminex AG was originally incorporated in 2009 as the founding entity of the Luminex group by Dr. Stefan Kessler and Roland Merz. It served as the ultimate parent entity of the group from inception until the completion of the 2021 Reorganization, at which point it became a wholly owned subsidiary of Luminex Holdings.
B. Charter Documents
Statuten (Articles of Association). We have reviewed the current Statuten of Luminex AG, as last amended in connection with the 2021 Reorganization. The Statuten confirm the following:
(a) The entity is organized as a standard Swiss Aktiengesellschaft under the Swiss Code of Obligations (Obligationenrecht).
(b) The corporate purpose is the development, marketing, and licensing of enterprise software solutions, including cloud-based ERP, procurement automation, and supply-chain analytics platforms, as well as the provision of related professional services and consulting.
(c) The share capital and board composition are as set forth in the Articles.
(d) The governing law is Swiss law, and the exclusive forum for disputes is the courts of the Canton of Glenrock Assurance, subject to mandatory provisions of international law.
Organizational Regulations (Organisationsreglement). We have also reviewed the Organisationsreglement of Luminex AG, which sets forth the internal rules governing the operations of the board of directors, management committees, and delegations of authority. The Organisationsreglement was last amended on January 15, 2024, and appears to be consistent with standard Swiss corporate governance practice for an entity of this size and complexity.
C. Capitalization
Following the completion of the 2021 Reorganization, all outstanding shares of Luminex AG are held by Luminex Holdings. There are no minority shareholders at the Luminex AG level. The share capital of Luminex AG is denominated in Swiss Francs and consists of registered shares as set forth in the Statuten.
We have confirmed that the share register (Aktienbuch) of Luminex AG reflects Luminex Holdings as the sole shareholder, and we have reviewed the corresponding entries in the Commercial Register excerpt. There are no outstanding options, warrants, conversion rights, or other equity-linked instruments at the Luminex AG level.
D. Board of Directors and Management
Board of Directors (Verwaltungsrat). The board of directors of Luminex AG consists of the following members, as confirmed by the Commercial Register excerpt:
(a) Roland Merz — Chairman (Verwaltungsratspräsident). Mr. Merz has served as Chairman of Luminex AG since 2015 and concurrently serves as Chairman of the Board of Luminex Holdings.
(b) Dr. Stefan Kessler — Member of the Board. Dr. Kessler serves concurrently as CEO of both Luminex Holdings and Luminex AG.
(c) Additional directors, if any, as identified in the Commercial Register excerpt have been reviewed. The Commercial Register excerpt lists the foregoing individuals as the current board members with signing authority.
Senior Management. The senior management team of Luminex AG overlaps substantially with that of Luminex Holdings:
(a) Dr. Stefan Kessler — Chief Executive Officer (b) Annelise Gruber — Chief Financial Officer (c) Dr. Markus Vogt — Chief Technology Officer
Employees. Luminex AG and its subsidiaries employ approximately 4,200 employees globally, including approximately 1,470 employees in the DACH region (Switzerland, Germany, and Austria).
E. Key Financials (for Reference)
While a comprehensive financial due diligence review is being conducted separately by Ardent Capital's financial advisor, the following consolidated financial metrics are noted for reference purposes in connection with our corporate and organizational analysis:
• 2024 Consolidated Revenue: $487,000,000, consisting of Annual Recurring Revenue ("ARR") of $441,000,000 and professional services revenue of $46,000,000.
• 2024 Adjusted EBITDA: $121,800,000, representing a 25.0% adjusted EBITDA margin.
• DACH Region Revenue: The DACH region accounts for approximately 35% of consolidated revenue, or approximately $170,450,000.
• Auditor: The consolidated financial statements of the Luminex group have been audited by Hargrove Thornton LLP (Margaret Dawson, lead audit partner). We have reviewed the audit opinions for fiscal years 2022, 2023, and 2024, all of which were unqualified.
• Product: The Company's primary product is "Luminex One," a cloud-based enterprise resource planning (ERP), procurement automation, and supply-chain analytics SaaS platform. The platform is sold on a subscription basis and serves enterprise customers across multiple industries and geographies.
F. Swiss regulatory Considerations
The Transaction implicates certain Swiss regulatory requirements, which are summarized below and addressed in greater detail in the companion Antitrust Risk Assessment Memorandum:
(a) Merger Control. A notification was filed with the Swiss Competition Commission (Wettbewerbskommission, "COMCO") on April 7, 2025 under the Swiss Cartel Act (Kartellgesetz, "KG"). The combined Swiss revenues of the parties exceed the CHF 100 million threshold under Article 9 of the KG. The filing was assigned File No. 32-0973. A Phase I review is currently in progress.
(b) Foreign Investment / Lex Koller. A notification was also filed with the Federal Department of Economic Affairs, Education and Research ("SECO") on April 7, 2025 in connection with the Lex Koller framework, which regulates certain acquisitions of Swiss enterprises by foreign persons. Our Swiss counsel, Breitfeld Hess & Partner AG, has advised that the Lex Koller review is not expected to present material obstacles to the Transaction given that Luminex AG does not hold Swiss real estate and the Transaction does not implicate the restrictions applicable to real estate acquisitions by foreign persons. However, the notification is required as a precautionary measure given the change in the ultimate beneficial ownership structure.
(c) Timeline. Dr. Breitfeld has advised that the Phase I review under the KG is expected to be completed within one month of the filing date. Assuming no extension to Phase II, we anticipate receiving clearance by approximately May 7, 2025.
V. Luminex Systems Inc. (Delaware — U.S. Operating Subsidiary)
A. Formation and Good Standing
The following summarizes the formation and good-standing status of Luminex Systems Inc.:
Luminex Systems Inc. ("Luminex US") is the U.S. operating subsidiary of the Luminex group and is a wholly owned subsidiary of Luminex Holdings. We have reviewed the Certificate of Incorporation and Bylaws of Luminex US and confirmed that the entity is in good standing with the Delaware Secretary of State. The Certificate of Incorporation authorizes the issuance of common stock, and all outstanding shares are held by Luminex Holdings.
B. Capitalization
All outstanding shares of Luminex US are held by Luminex Holdings. There are no minority interests, outstanding options, warrants, or other equity-linked securities at the Luminex US level. The entity operates as a wholly owned subsidiary of the Target.
C. Operations
Luminex US is the operating entity for the Luminex group's North American business. Key operational details include:
(a) Employees. Luminex US employs approximately 1,650 employees in the United States, including personnel in software development, sales, marketing, customer success, and corporate functions.
(b) Revenue. 2024 U.S. Revenue was approximately $194,800,000, representing 40% of consolidated revenue.
(c) Government Contracts. Luminex US holds contracts with three U.S. federal agencies, which are of particular significance to the Transaction due to CFIUS implications:
(i) Department of Defense ("DOD"): Luminex US provides a logistics software module to the DOD under a multi-year contract. The contract involves the handling of controlled unclassified information ("CUI") and certain sensitive data.
(ii) Department of Energy ("DOE"): Luminex US provides a procurement platform to the DOE under a multi-year enterprise license agreement.
(iii) General Services Administration ("GSA"): Luminex US holds a GSA Schedule enterprise license agreement through which multiple federal agencies procure access to the Luminex One platform.
These government contracts constitute "covered transactions" under 31 C.F.R. Part 800 (the CFIUS regulations), and a voluntary joint notice was filed with CFIUS on April 4, 2025, under Tracking No. CFIUS-2025-0087. The 45-day initial review period is expected to expire on May 19, 2025. The CFIUS filing and related mitigation strategy are addressed in the separate CFIUS Voluntary Notice Draft Narrative and CFIUS Mitigation Strategy Memorandum prepared by our national security team.
D. Intercompany Arrangements
Luminex US is party to several intercompany agreements with Luminex AG that are relevant to the corporate and organizational structure of the group:
(a) IP License Agreement. Luminex AG licenses its proprietary intellectual property (including the Luminex One platform and related software) to Luminex US under an Intercompany IP License Agreement dated August 1, 2021. Under the current terms of the agreement, Luminex US pays an intercompany royalty equal to 4.5% of U.S. net revenues to Luminex AG for the use of the licensed intellectual property.
We note that the Buyer's transfer-pricing advisor, Pendleton & Associates LLP (Richard Chow, engagement partner), has prepared a transfer-pricing study recommending that the intercompany royalty rate be restructured to 6.0% of U.S. net revenues post-closing. The proposed restructuring is designed to better align the intercompany pricing with arm's-length standards under Section 482 of the Internal Revenue Code and applicable OECD Transfer Pricing Guidelines. The transfer-pricing restructuring is addressed in greater detail in the companion Tax Structure Memorandum.
(b) Intercompany Services Agreement. Luminex AG provides certain shared services to Luminex US, including research and development support, product management, and central IT infrastructure. The terms and pricing of these services are documented in an Intercompany Services Agreement dated August 1, 2021. We have reviewed this agreement and confirmed that the service fees are supported by the applicable transfer-pricing documentation.
E. Foreign Qualifications
Luminex US is qualified to transact business as a foreign corporation in the following states, among others:
• Commonwealth of Virginia (principal office location)
• State of California
• State of Texas
• State of New York
We have reviewed foreign qualification certificates for each of the foregoing states and confirmed that Luminex US is in good standing in each jurisdiction. Additional state qualifications may exist and are being confirmed as part of our ongoing review.
VI. Luminex Systems UK Ltd. (England and Wales)
A. Formation and Good Standing
The following summarizes the formation and good-standing status of Luminex Systems UK Ltd.:
Luminex Systems UK Ltd. ("Luminex UK") is a private limited company incorporated under the Companies Act 2006 and registered with Companies House under Company No. 12847362. We have reviewed the Companies House filings, including the most recent confirmation statement and annual accounts, and confirmed that the entity is active and compliant with all statutory filing requirements. There are no outstanding enforcement actions, striking-off notices, or compliance deficiencies reflected in the Companies House records.
As noted in Section II.A above, the ownership chain of Luminex UK requires confirmation. The most recent organizational chart in the Data Room (Document No. 1.04) reflects Luminex UK as a direct subsidiary of Luminex Holdings; however, certain earlier documents suggested that Luminex UK may be held through Luminex AG. We have requested clarification from the Target's counsel and this item is flagged in Section X.F below.
B. Charter Documents
We have reviewed the Memorandum and Articles of Association of Luminex UK. The Articles of Association are in a standard form for a private limited company under English law and contain provisions addressing share capital, transfer restrictions, board composition, and meeting procedures. The Memorandum of Association confirms that the subscribers formed the company under the Companies Act 2006.
C. Capitalization
All issued shares of Luminex UK are held by Luminex Holdings (or Luminex AG, pending confirmation of the ownership chain). There are no minority interests. The share capital as reflected in the most recent confirmation statement filed with Companies House has been reviewed and is consistent with the organizational chart.
D. Operations
Luminex UK is the operating entity for the United Kingdom and Nordics markets. The UK and Nordics collectively account for approximately 15% of the Luminex group's consolidated revenue, or approximately $73,050,000 based on 2024 consolidated revenue of $487,000,000. Luminex UK's annual accounts as filed at Companies House have been reviewed.
E. Directors and Officers
We have reviewed the list of directors and the company secretary as reflected in Companies House records. All directors appear to be properly appointed and registered, and the company secretary has been identified as required under the Companies Act 2006 (to the extent applicable to a private limited company). The directors' service contracts and related employment matters are addressed in the companion Employment & Benefits Due Diligence Summary Memorandum.
VII. Luminex Systems GmbH (Germany)
A. Formation and Good Standing
The following summarizes the formation and good-standing status of Luminex Systems GmbH:
Luminex Systems GmbH ("Veltronix GmbH") is a German limited liability company (Gesellschaft mit beschränkter Haftung) registered in the Commercial Register (Handelsregister) of the Munich Local Court (Amtsgericht München) under HRB 247891. Our review of Veltronix GmbH was conducted with the assistance of Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt). Dr. Wendt has confirmed that the entity is validly registered and active in the Munich Commercial Register based on an excerpt obtained as of April 9, 2025.
B. Charter Documents
Gesellschaftsvertrag (Articles of Association). We have reviewed the Gesellschaftsvertrag of Veltronix GmbH, as most recently amended. The Articles of Association confirm the entity's name, registered office, corporate purpose (development and sale of enterprise software), registered share capital, and the identity of the sole shareholder (Luminex AG). The formation documentation is standard for a German GmbH and includes the notarized formation deed (Gründungsurkunde), the shareholders' list (Gesellschafterliste) filed with the Commercial Register, and the registration confirmation.
C. Capitalization
The registered share capital (Stammkapital) of Veltronix GmbH is as stated in the Gesellschaftsvertrag. All shares (Geschäftsanteile) are held by Luminex Systems AG. There are no minority interests. The shareholders' list filed with the Munich Commercial Register confirms Luminex AG as the sole shareholder.
D. Operations and Key Metrics
Veltronix GmbH serves the German market as part of the broader DACH operations of the Luminex group. Key operational details include:
(a) Revenue. 2024 German revenue was approximately €67,000,000.
(b) DACH Operations. The DACH region, encompassing Germany, Austria, and Switzerland, accounts for approximately 35% of the Luminex group's consolidated revenue. Veltronix GmbH is the primary entity serving the German market.
(c) Bundeskartellamt Filing. The Transaction is subject to merger control review by the German Federal Cartel Office (Bundeskartellamt). A filing was submitted under File No. B6-34/25. The filing is required because the combined operations of Veltronix GmbH and Vectis GmbH (a German subsidiary of Vectis Solutions LLC, an Ardent Fund II portfolio company) exceed the domestic revenue thresholds under Section 35 of the German Act Against Restraints of Competition (Gesetz gegen Wettbewerbsbeschränkungen, "GWB").
Specifically, the combined worldwide revenue of the parties exceeds €500 million, and the combined domestic (German) revenue exceeds €25 million (Veltronix GmbH: approximately €67,000,000; Vectis GmbH: approximately €12,000,000). The Bundeskartellamt review is addressed in greater detail in the companion Antitrust Risk Assessment Memorandum.
E. Managing Directors