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MEMORANDUM

PRIVILEGED & CONFIDENTIAL

ATTORNEY WORK PRODUCT

TO: Office of the General Counsel, Calderwood & Harkness LLP; New Matters Committee

FROM: James Prentice, Partner, Mergers & Acquisitions

DATE: March 10, 2025

RE: Matter Opening — Ardent Capital Partners III LP — Acquisition of Luminex Systems Holdings Inc.

MATTER NO.: 1001-00004

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1. Purpose

This memorandum documents the formal opening of Matter No. 1001-00004 on March 10, 2025, in connection with the representation of Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") in its proposed acquisition of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target") through a reverse triangular merger. The engagement letter governing this representation was executed on March 10, 2025, by and between Calderwood & Harkness LLP and Ardent Capital Partners III LP, acting through its general partner, Ardent Capital GP III LLC.

This memorandum is prepared for internal administrative and conflict-management purposes in accordance with the firm's matter-intake policies and procedures. It is intended to provide the Office of the General Counsel and the New Matters Committee with a comprehensive summary of the client identification, transaction structure, scope of engagement, conflict check results, regulatory posture, staffing, billing arrangements, and key dates necessary to evaluate and approve the opening of this matter. All information contained herein is subject to attorney-client privilege and the work product doctrine, and nothing in this memorandum should be disseminated outside of authorized firm personnel without the prior written consent of the undersigned responsible partner.

2. Client Identification

2.1 Client Entity

The client in this matter is identified as follows:

Ardent Capital Partners III LP is the third flagship fund sponsored by the Ardent Capital platform. The fund achieved its final close in December 2023 with aggregate capital commitments of $12.5 billion. As of the date of this memorandum, Ardent Capital manages approximately $31.4 billion in assets across its four flagship funds (Funds I through IV, with Fund IV currently in fundraising) and related co-investment vehicles. The firm's investment strategy is focused principally on growth equity and control buyout transactions in the enterprise technology, financial infrastructure, and healthcare IT sectors, with a particular emphasis on recurring-revenue software businesses with strong net-revenue-retention profiles and demonstrated paths to margin expansion.

2.2 Client Principals / Key Contacts

The following individuals are the principals of the Ardent Capital platform who will be involved in this transaction and who serve as members of the Investment Committee of Ardent Capital GP III LLC:

• Theodore "Ted" Hargrove — Co-Founder & Managing Partner; Investment Committee member

• Victoria Langford — Co-Founder & Managing Partner; Investment Committee member

• Marcus Ellison — Partner; Investment Committee member

• Priya Chandrasekaran — Partner; Investment Committee member

• David Ng — Chief Financial Officer; Investment Committee member

The primary day-to-day client contacts for this engagement will be Victoria Langford and David Ng. Ms. Langford is the deal lead on the Investment Committee, and Mr. Ng will be responsible for coordinating financial, accounting, and administrative matters relating to the transaction, including with respect to fund-level capital calls, co-investment allocation, and transaction-expense budgeting. All material legal advice and strategic counsel should be directed to Ms. Langford and Mr. Ng in the first instance, with copies to Mr. Hargrove as appropriate on matters requiring Investment Committee consideration.

2.3 Related Client Entities (Formed for Transaction)

In connection with the proposed acquisition, the following special-purpose entities have been formed as part of the acquisition structure:

Ardent Apex Holdings Inc.

• Entity Type: Delaware corporation (intermediate holding company)

• Date of Incorporation: March 5, 2025

• EIN: 93-2178435

• Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904

• Ownership: Wholly owned subsidiary of Ardent Capital Partners III LP

• Purpose: Ardent Apex Holdings Inc. will serve as the intermediate holding company through which Ardent Capital and co-investors hold their equity interests in the surviving corporation post-closing. It will also serve as the borrower under the senior secured credit facility and the issuer of the mezzanine notes.

Ardent Apex Merger Sub Inc.

• Entity Type: Delaware corporation (merger vehicle)

• Date of Incorporation: March 7, 2025

• EIN: 93-2178502

• Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904

• Ownership: Wholly owned subsidiary of Ardent Apex Holdings Inc.

• Purpose: Ardent Apex Merger Sub Inc. was formed exclusively to effect the reverse triangular merger contemplated by the transaction. Upon consummation of the merger, Merger Sub will merge with and into Luminex Systems Holdings Inc., and Merger Sub will cease to exist. Luminex Holdings will survive the merger as a wholly owned subsidiary of Ardent Apex Holdings Inc.

Both entities were incorporated by National Registered Agents of Delaware, Inc. at the direction of the undersigned and are currently in good standing with the Delaware Secretary of State. Certified copies of the certificates of incorporation and organizational resolutions for each entity have been obtained and are maintained in the matter file.

3. Deal Description

3.1 Transaction Overview

Ardent Capital Partners III LP proposes to acquire 100% of the outstanding equity interests of Luminex Systems Holdings Inc. for an aggregate equity value of $2,800,000,000 (Two Billion Eight Hundred Million Dollars), based on a per-share price of $20.00 applied to 140,000,000 fully diluted shares of Luminex Holdings common stock outstanding.

The transaction is structured as a reverse triangular merger under the Delaware General Corporation Law ("DGCL"). Pursuant to the merger mechanics, Ardent Apex Merger Sub Inc. will merge with and into Luminex Systems Holdings Inc., with Luminex Holdings surviving the merger as a wholly owned subsidiary of Ardent Apex Holdings Inc. At the effective time of the merger, each outstanding share of Luminex Holdings common stock (other than shares subject to rollover agreements and shares held in treasury or by any wholly owned subsidiary of Luminex Holdings) will be converted into the right to receive the per-share merger consideration of $20.00 in cash, without interest and subject to applicable withholding taxes. Shares subject to executed rollover agreements will be exchanged for equity interests in Ardent Apex Holdings Inc. on terms to be set forth in the rollover agreements and the stockholders agreement.

The reverse triangular merger structure has been selected to preserve the corporate identity and contractual relationships of Luminex Holdings and its subsidiaries (including the critical share exchange agreement with Luminex Systems AG), to minimize change-of-control consent requirements under material commercial contracts, and to maintain the continuity of government contracts held by Luminex Systems Inc.

The definitive Merger Agreement is targeted for execution on March 24, 2025. As of the date of this memorandum, the parties are in the process of negotiating the Merger Agreement and related ancillary documents, and the March 24 date has been confirmed by the parties as the target signing date.

3.2 Target Description

Luminex Systems Holdings Inc. (the "Company" or "Target")

• Entity Type: Delaware corporation

• Date of Incorporation: June 14, 2021

• EIN: 86-2547193

• Operational Headquarters: 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191

• Registered Agent (Delaware): Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901

• Corporate Structure: Luminex Systems Holdings Inc. serves as the intermediate U.S. holding company for Luminex Systems AG and its worldwide operations. The holding company structure was established in 2021 through a corporate reorganization (commonly referred to as an "inversion") that resulted in the creation of a U.S. parent structure. Each share of Luminex Systems AG corresponds on a one-for-one basis to a share of Luminex Holdings common stock pursuant to a share exchange agreement dated June 14, 2021, between Luminex Holdings and Luminex Systems AG.

Luminex Systems AG (Ultimate Parent / Operating Entity)

• Entity Type: Swiss Aktiengesellschaft (AG)

• Registered Seat: Canton of Glenrock Assurance, Switzerland

• Address: Bahnhofstrasse 71, 8001 Zürich, Switzerland

• Swiss Commercial Register No.: CHE-284.391.057

• Founded: 2009

• Key Management:

• Chief Executive Officer: Dr. Stefan Kessler

• Chief Financial Officer: Annelise Gruber

• Chairman of the Board: Roland Merz

• Chief Technology Officer: Dr. Markus Vogt

• Employees (Global): Approximately 4,200

• Products and Services: Luminex Systems AG develops, markets, and supports a cloud-based enterprise resource planning (ERP), procurement automation, and supply-chain analytics software-as-a-service platform marketed under the brand name "Luminex One." The platform provides modular, configurable solutions for procurement-to-pay workflows, supplier management, spend analytics, inventory optimization, and end-to-end supply chain visibility. Luminex One is delivered exclusively as a multi-tenant SaaS application hosted on hyperscaler cloud infrastructure.

• Key Markets:

• DACH region (Germany, Austria, Switzerland): 35% of revenue

• North America: 40% of revenue

• United Kingdom & Nordics: 15% of revenue

• Asia-Pacific: 10% of revenue

Tarvex Financial Profile (Fiscal Year 2024):

The Luminex business has demonstrated strong revenue growth, with a three-year compound annual growth rate of approximately 28%, driven primarily by ARR expansion through new customer wins and existing-customer upsell. Net revenue retention for the twelve months ended December 31, 2024, was approximately 118%. The professional services component, representing approximately 9.4% of total revenue, consists primarily of implementation, integration, and consulting services provided in connection with new customer deployments.

Implied Transaction Multiples:

These multiples are within the range observed for comparable take-private transactions involving high-growth enterprise SaaS businesses, though the EV/EBITDA multiple reflects the premium associated with Luminex's above-average revenue growth rate and strong net revenue retention profile.

3.3 Target Subsidiaries

Luminex Systems Holdings Inc. holds its worldwide operations through the following principal subsidiaries:

1. Luminex Systems Inc.

• Entity Type: Delaware corporation (U.S. operating subsidiary)

• EIN: 86-2547210

• Employees: Approximately 1,650 U.S.-based employees

• Principal Offices: 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191; additional offices in San Francisco, CA and Austin, TX

• Role: Operates the North American business, including sales, customer success, professional services, and a significant portion of the engineering team. Holds U.S. government contracts with the Department of Defense (DOD), Department of Energy (DOE), and the General Services Administration (GSA), which are relevant to the CFIUS analysis discussed in Section 7 below.

2. Luminex Systems UK Ltd.

• Entity Type: Private limited company (England and Wales)

• Companies House No.: 12847362

• Registered Office: 14 Broadwick Street, London W1F 8HN

• Role: Operates the United Kingdom and Nordics business.

3. Luminex Systems GmbH

• Entity Type: German GmbH (Gesellschaft mit beschränkter Haftung)

• Commercial Register: HRB 247891 (Amtsgericht München)

• Registered Office: Leopoldstrasse 120, 80802 Munich, Germany

• 2024 German Revenue: €67,000,000

• Role: Operates the DACH region business outside of Switzerland and serves as the principal European engineering and customer support hub.

4. Luminex Systems Pte. Ltd.

• Entity Type: Singapore private limited company

• Unique Entity Number (UEN): 201924781K

• Registered Office: 8 Marina Boulevard, #36-01, Singapore 018981

• Role: Operates the Asia-Pacific business, including sales and customer support functions for the APAC region.

The foregoing subsidiaries represent the material operating entities of the Luminex group. A complete subsidiary chart, including dormant entities and immaterial holding companies, is being prepared as part of the due diligence process and will be maintained in the data room.

3.4 Sellers / Pre-Deal Ownership

The current ownership of Luminex Systems Holdings Inc. on a fully diluted basis is as follows:

Ridgeline Growth Equity Fund II LP — 52% Ownership (Fully Diluted)

• Entity Type: 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 Gross Proceeds at $20.00 Per Share: $1,456,000,000

• Ridgeline led the Series C and subsequent growth equity rounds into Luminex Systems AG and participated in the 2021 corporate reorganization that established the U.S. holding company structure. Ridgeline holds a majority of the voting shares and currently designates three of seven directors on the Luminex Holdings board.

Meridian Venture Partners IV LP — 20% Ownership (Fully Diluted)

• Entity Type: 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 Gross Proceeds at $20.00 Per Share: $560,000,000

• Meridian is an early-stage investor in Luminex, having participated in the Series A and Series B rounds. Meridian currently designates one of seven directors on the Luminex Holdings board.

Management and Employees — 28% Ownership (Fully Diluted)

Management and employee shareholders collectively hold 28% of Luminex Holdings on a fully diluted basis, inclusive of vested and unvested stock options and restricted stock units. The aggregate consideration payable to management and employee holders is $784,000,000, of which approximately $405,020,000 is expected to be rolled over into equity in Ardent Apex Holdings Inc. and approximately $378,980,000 will be paid in cash at closing. The specific rollover percentages for key members of management are set forth below:

The rollover terms for each member of senior management are subject to negotiation of individual rollover agreements and the stockholders agreement to be entered into at closing. The rollover percentages for other management and employees are subject to final determination based on individual election letters and the terms of the equity incentive plan.

3.5 Key Deal Economics — Sources & Uses Summary

The following table summarizes the anticipated sources and uses of funds for the transaction:

Sources of Funds:

Uses of Funds:

In addition, the senior secured credit facility includes a revolving credit facility in the amount of $200,000,000, which will be undrawn at closing and available for working capital and general corporate purposes of the surviving company post-closing.

The Merger Agreement will include a customary working capital adjustment mechanism with a target net working capital of $48,500,000 and a symmetrical collar of ±$2,500,000, such that no adjustment will be made if the closing net working capital falls within the range of $46,000,000 to $51,000,000. To the extent that closing net working capital falls outside of the collar, a dollar-for-dollar adjustment will be made, payable by the applicable party within five business days of the final determination of closing net working capital.

The slight difference between total sources and total uses will be reconciled through adjustments to the equity contribution and final transaction expense estimates prior to closing.

3.6 Key Commercial Terms

The following is a summary of the principal commercial terms of the proposed Merger Agreement, as currently under negotiation:

Indemnification Cap: $420,000,000, representing 15% of the aggregate deal value. The indemnification cap applies to losses arising from breaches of non-fundamental representations and warranties. Fundamental representations (including organization, authority, capitalization, and tax matters) will be subject to a separate, higher cap to be negotiated.

Survival Periods:

• General Representations and Warranties: 18 months following the closing date

• Fundamental Representations: 36 months following the closing date

• Tax Representations: 60 days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof)

No-Shop Provision: The Merger Agreement will include a customary no-shop restriction on the Target's ability to solicit, initiate, or knowingly encourage competing acquisition proposals following execution of the Merger Agreement. The no-shop will be subject to a fiduciary-out exception permitting the Target's board of directors to engage with unsolicited superior proposals, subject to a four (4) business day matching right in favor of the Buyer before the Target's board may effect a change of recommendation.

Reverse Termination Fee (Buyer): $140,000,000, representing 5% of the aggregate deal value, payable by the Buyer to the Target in the event the Merger Agreement is terminated due to the Buyer's failure to consummate the closing when all conditions to the Buyer's obligations have been satisfied or waived (including as a result of a failure to obtain debt financing).

Target Termination Fee: $84,000,000, representing 3% of the aggregate deal value, payable by the Target to the Buyer in the event the Merger Agreement is terminated following a change of recommendation by the Target's board of directors or the Target's entry into a definitive agreement with respect to a superior proposal.

Outside Date: September 10, 2025, subject to automatic extension to December 10, 2025, in the event that the sole unsatisfied closing condition as of the initial Outside Date is the receipt of required regulatory approvals.

Escrow: $140,000,000 (representing 5% of the aggregate deal value) to be deposited into escrow for a period of 18 months following the closing date with Continental Fiduciary Trust Company (Escrow Account Ref: CFT-ESC-2025-7894), to serve as security for the sellers' indemnification obligations under the Merger Agreement.

4. Scope of Engagement

4.1 Workstreams. Calderwood & Harkness LLP has been engaged to represent Ardent Capital Partners III LP in connection with the following workstreams arising from or related to the acquisition of Luminex Systems Holdings Inc.:

1. Transaction Structuring and Merger Agreement Negotiation. Advising on the structuring of the reverse triangular merger, drafting and negotiating the definitive Merger Agreement and all schedules, exhibits, and annexes thereto, and preparing all ancillary transaction documents, including but not limited to the certificate of merger, letters of transmittal, stockholder notices, and closing certificates.

2. Due Diligence Coordination. Coordinating and conducting legal due diligence across the following areas: corporate organization and good standing; intellectual property and technology; material commercial contracts (including customer agreements, vendor agreements, and partnership agreements); employment and employee benefits; litigation and regulatory proceedings; real property (owned and leased); insurance; environmental; and data privacy and cybersecurity. Preparation of due diligence reports and summaries for the Ardent Capital investment team.

3. Antitrust and Competition. Leading all U.S. antitrust matters, including preparation and filing of the HSR Act notification, developing strategy for the anticipated FTC Second Request, and coordinating with the Federal Trade Commission throughout the review process. This workstream also encompasses coordination with local counsel on foreign competition filings, including the Bundeskartellamt (Germany) and Swiss competition authorities, as well as the EU Foreign Subsidies Regulation notification. This workstream is led by Elaine Forsythe, Partner, Antitrust.

4. CFIUS Review and Mitigation Strategy. Preparing and filing the voluntary joint notice to the Committee on Foreign Investment in the United States (CFIUS) and developing a mitigation strategy in light of the Target's U.S. government contracts (DOD, DOE, GSA). This workstream is coordinated by Elaine Forsythe in collaboration with the M&A team.

5. Foreign Investment Review. Coordinating with local counsel on Swiss foreign investment review matters, including notifications to SECO under the Lex Koller regime and any applicable requirements under the Swiss Financial Market Infrastructure Act (FMIA/SESTA), as well as the EU Foreign Subsidies Regulation filing. This workstream is coordinated with Breitfeld Hess & Partner AG (Zürich).

6. Tax Structuring. Analyzing and advising on the tax structure of the transaction, including evaluation of a potential Section 338(h)(10) election, Swiss withholding tax implications, transfer pricing considerations arising from the cross-border holding company structure, FIRPTA compliance (Foreign Investment in Real Property Tax Act), and state and local tax matters. This workstream is led by Sylvia Hartwell, Partner, Tax.

7. Financing Documentation. Reviewing and negotiating the definitive documentation for the senior secured credit facility (Term Loan B and Revolver) with Stonebridge Credit Partners LLC and its co-lenders, the subordinated mezzanine notes with Crestline Mezzanine Partners II LP, the equity commitment letter from Ardent Capital Partners III LP, and the co-investment agreements with Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP.

8. Rollover Equity and Management Arrangements. Drafting and negotiating rollover agreements with rolling-over management shareholders, the post-closing stockholders agreement, the equity incentive plan for the surviving company, and new employment agreements for key members of management.

9. R&W Insurance and D&O Tail Insurance Procurement Coordination. Coordinating with Ashbury Risk Advisors LLC on the procurement and binding of representations and warranties insurance, including review and negotiation of the R&W policy and exclusion schedule. Coordinating on the procurement of the D&O tail insurance policy for the Target's pre-closing directors and officers.

10. Closing Deliverables and Post-Closing Matters. Preparing all closing deliverables, including officer's certificates, good standing certificates, FIRPTA certificates, secretary's certificates, legal opinions, and all other documents required to be delivered at the closing. Managing post-closing matters, including the working capital adjustment process, escrow administration, integration-related legal matters, and any post-closing indemnification claims.

4.2 Local Counsel Coordination

Calderwood & Harkness LLP will coordinate with the following local counsel in connection with matters arising under the laws of jurisdictions outside of the United States:

Switzerland and European Union:

Breitfeld Hess & Partner AG Talstrasse 62, 8001 Zürich, Switzerland Lead Partner: Dr. Lukas Breitfeld Scope: Swiss foreign-investment review (Lex Koller / SESTA), Swiss corporate law matters relating to Luminex Systems AG, EU regulatory matters, and preparation and filing of the EU Foreign Subsidies Regulation notification.

Germany:

Wendt Schäfer Rechtsanwälte PartG mbB Maximilianstrasse 35, 80539 Munich, Germany Lead Partner: Dr. Katarina Wendt Scope: German corporate law matters relating to Luminex Systems GmbH, German employment law compliance (including works council consultation requirements), German data privacy (GDPR/BDSG) matters, and preparation and filing of the Bundeskartellamt notification.

Singapore:

Tan Liang & Associates LLP 80 Raffles Place, #32-01, Singapore 048624 Lead Partner: Kelvin Tan Scope: Singapore corporate law and regulatory matters relating to Luminex Systems Pte. Ltd., including change-of-control notifications and any applicable foreign ownership restrictions.

All local counsel engagements are governed by separate engagement letters executed between each local counsel firm and Ardent Capital Partners III LP. Calderwood & Harkness will serve as coordinating counsel for all cross-border legal matters and will maintain oversight of all local counsel work product.

4.3 Opposing Counsel

The sellers (Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP) and Luminex Systems Holdings Inc. are represented in this transaction by:

Caldwell, Raines & Sheppard LLP 51 West 52nd Street, New York, NY 10019

• Lead M&A Partner: Patricia Okonkwo

• Associate: Daniel Feinberg

• Antitrust Partner: Gregory Lam

Caldwell, Raines & Sheppard LLP is advising the Target and the selling shareholders on all aspects of the transaction, including the Merger Agreement, the sell-side disclosure schedules, and antitrust and regulatory matters.

5. Engagement Team

5.1 Staffing Assignments

The following Calderwood & Harkness professionals have been assigned to this matter:

Additional associates, counsel, and staff may be assigned to the matter as the scope of work develops, particularly with respect to due diligence, financing documentation, and regulatory filings. Any additions to the engagement team will be communicated to the Office of the General Counsel for conflict-clearance purposes.

5.2 Office Involvement

The following Calderwood & Harkness offices are expected to be involved in this engagement:

New York (Primary): 7 Times Square, New York, NY 10036. The New York office will serve as the primary office for this engagement, and all core M&A, tax, and antitrust work will be performed from this location.

San Francisco: 555 California Street, Suite 3200, San Francisco, CA 94104. The San Francisco office may be engaged on an as-needed basis for matters requiring West Coast coordination, including interactions with Meridian Venture Partners IV LP (headquartered in San Francisco) and technology-related due diligence.

London: 1 Angel Court, London EC2R 7HJ. The London office may be engaged on an as-needed basis for UK and European matters, including coordination with Luminex Systems UK Ltd. and related cross-border issues.

6. Conflict Check Results

6.1 Conflict Search Summary

A comprehensive conflict check was conducted on March 8–9, 2025, in accordance with the firm's standard conflict-clearance procedures. The conflict search was run against all parties identified in connection with the proposed transaction, including:

• Ardent Capital Partners III LP and its general partner, Ardent Capital GP III LLC

• Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.

• Luminex Systems Holdings Inc. and all known subsidiaries (Luminex Systems AG, Luminex Systems Inc., Luminex Systems UK Ltd., Luminex Systems GmbH, Luminex Systems Pte. Ltd.)

• Ridgeline Growth Equity Fund II LP and Ridgeline Growth Equity GP II LLC

• Meridian Venture Partners IV LP and Meridian Venture GP IV LLC

• All identified key management personnel of the Target (Dr. Stefan Kessler, Annelise Gruber, Roland Merz, Dr. Markus Vogt)

• Caldwell, Raines & Sheppard LLP (opposing counsel)

• All financing parties (Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, Ironvale Credit Fund III LP, Crestline Mezzanine Partners II LP)

• All co-investors (Northvale Sovereign Holdings Ltd., Summit Ridge Capital Partners LP)

• All insurance carriers (Grandview Specialty Insurance Company, Palisade Mutual Insurance Co.)

• All service providers (Continental Fiduciary Trust Company, Atlas Shareholder Services Inc.)

• Known portfolio companies of Ardent Capital operating in adjacent market segments

The search covered the firm's global client database across all offices, including active matters, closed matters (within the prior seven years), and the conflicts archive. The search was conducted by the Conflicts Department under the supervision of the Office of the General Counsel.

6.2 Identified Conflict — Vectis Solutions LLC

The conflict search identified one potential conflict requiring disclosure and waiver:

Nature of Conflict:

Calderwood & Harkness LLP has provided, and continues to provide, legal services to Vectis Solutions LLC, a Delaware limited liability company (EIN: 82-4910337; headquarters: 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080; CEO: Michael Parekh). Vectis Solutions is a portfolio company of Ardent Capital Partners Fund II (i.e., the predecessor fund to the client in this matter) and is a provider of procurement-automation SaaS solutions. Vectis reported 2024 revenue of approximately $68 million and holds an estimated 7% share of the procurement-automation SaaS market.

Relevance to This Transaction:

MEMORANDUM
PRIVILEGED & CONFIDENTIAL
ATTORNEY WORK PRODUCT
TO: Office of the General Counsel, Calderwood & Harkness LLP; New Matters Committee
FROM: James Prentice, Partner, Mergers & Acquisitions
DATE: March 10, 2025
RE: Matter Opening — Ardent Capital Partners III LP — Acquisition of Luminex Systems Holdings Inc.
MATTER NO.: 1001-00004
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1. Purpose
This memorandum documents the formal opening of Matter No. 1001-00004 on March 10, 2025, in connection with the representation of Ardent Capital Partners III LP ("Ardent Capital" or the "Buyer") in its proposed acquisition of Luminex Systems Holdings Inc. ("Luminex Holdings" or the "Target") through a reverse triangular merger. The engagement letter governing this representation was executed on March 10, 2025, by and between Calderwood & Harkness LLP and Ardent Capital Partners III LP, acting through its general partner, Ardent Capital GP III LLC.
This memorandum is prepared for internal administrative and conflict-management purposes in accordance with the firm's matter-intake policies and procedures. It is intended to provide the Office of the General Counsel and the New Matters Committee with a comprehensive summary of the client identification, transaction structure, scope of engagement, conflict check results, regulatory posture, staffing, billing arrangements, and key dates necessary to evaluate and approve the opening of this matter. All information contained herein is subject to attorney-client privilege and the work product doctrine, and nothing in this memorandum should be disseminated outside of authorized firm personnel without the prior written consent of the undersigned responsible partner.
2. Client Identification
2.1 Client Entity
The client in this matter is identified as follows:
Ardent Capital Partners III LP is the third flagship fund sponsored by the Ardent Capital platform. The fund achieved its final close in December 2023 with aggregate capital commitments of $12.5 billion. As of the date of this memorandum, Ardent Capital manages approximately $31.4 billion in assets across its four flagship funds (Funds I through IV, with Fund IV currently in fundraising) and related co-investment vehicles. The firm's investment strategy is focused principally on growth equity and control buyout transactions in the enterprise technology, financial infrastructure, and healthcare IT sectors, with a particular emphasis on recurring-revenue software businesses with strong net-revenue-retention profiles and demonstrated paths to margin expansion.
2.2 Client Principals / Key Contacts
The following individuals are the principals of the Ardent Capital platform who will be involved in this transaction and who serve as members of the Investment Committee of Ardent Capital GP III LLC:
•  Theodore "Ted" Hargrove — Co-Founder & Managing Partner; Investment Committee member
•  Victoria Langford — Co-Founder & Managing Partner; Investment Committee member
•  Marcus Ellison — Partner; Investment Committee member
•  Priya Chandrasekaran — Partner; Investment Committee member
•  David Ng — Chief Financial Officer; Investment Committee member
The primary day-to-day client contacts for this engagement will be Victoria Langford and David Ng. Ms. Langford is the deal lead on the Investment Committee, and Mr. Ng will be responsible for coordinating financial, accounting, and administrative matters relating to the transaction, including with respect to fund-level capital calls, co-investment allocation, and transaction-expense budgeting. All material legal advice and strategic counsel should be directed to Ms. Langford and Mr. Ng in the first instance, with copies to Mr. Hargrove as appropriate on matters requiring Investment Committee consideration.
2.3 Related Client Entities (Formed for Transaction)
In connection with the proposed acquisition, the following special-purpose entities have been formed as part of the acquisition structure:
Ardent Apex Holdings Inc.
•  Entity Type: Delaware corporation (intermediate holding company)
•  Date of Incorporation: March 5, 2025
•  EIN: 93-2178435
•  Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
•  Ownership: Wholly owned subsidiary of Ardent Capital Partners III LP
•  Purpose: Ardent Apex Holdings Inc. will serve as the intermediate holding company through which Ardent Capital and co-investors hold their equity interests in the surviving corporation post-closing. It will also serve as the borrower under the senior secured credit facility and the issuer of the mezzanine notes.
Ardent Apex Merger Sub Inc.
•  Entity Type: Delaware corporation (merger vehicle)
•  Date of Incorporation: March 7, 2025
•  EIN: 93-2178502
•  Registered Agent (Delaware): National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
•  Ownership: Wholly owned subsidiary of Ardent Apex Holdings Inc.
•  Purpose: Ardent Apex Merger Sub Inc. was formed exclusively to effect the reverse triangular merger contemplated by the transaction. Upon consummation of the merger, Merger Sub will merge with and into Luminex Systems Holdings Inc., and Merger Sub will cease to exist. Luminex Holdings will survive the merger as a wholly owned subsidiary of Ardent Apex Holdings Inc.
Both entities were incorporated by National Registered Agents of Delaware, Inc. at the direction of the undersigned and are currently in good standing with the Delaware Secretary of State. Certified copies of the certificates of incorporation and organizational resolutions for each entity have been obtained and are maintained in the matter file.
3. Deal Description
3.1 Transaction Overview
Ardent Capital Partners III LP proposes to acquire 100% of the outstanding equity interests of Luminex Systems Holdings Inc. for an aggregate equity value of $2,800,000,000 (Two Billion Eight Hundred Million Dollars), based on a per-share price of $20.00 applied to 140,000,000 fully diluted shares of Luminex Holdings common stock outstanding.
The transaction is structured as a reverse triangular merger under the Delaware General Corporation Law ("DGCL"). Pursuant to the merger mechanics, Ardent Apex Merger Sub Inc. will merge with and into Luminex Systems Holdings Inc., with Luminex Holdings surviving the merger as a wholly owned subsidiary of Ardent Apex Holdings Inc. At the effective time of the merger, each outstanding share of Luminex Holdings common stock (other than shares subject to rollover agreements and shares held in treasury or by any wholly owned subsidiary of Luminex Holdings) will be converted into the right to receive the per-share merger consideration of $20.00 in cash, without interest and subject to applicable withholding taxes. Shares subject to executed rollover agreements will be exchanged for equity interests in Ardent Apex Holdings Inc. on terms to be set forth in the rollover agreements and the stockholders agreement.
The reverse triangular merger structure has been selected to preserve the corporate identity and contractual relationships of Luminex Holdings and its subsidiaries (including the critical share exchange agreement with Luminex Systems AG), to minimize change-of-control consent requirements under material commercial contracts, and to maintain the continuity of government contracts held by Luminex Systems Inc.
The definitive Merger Agreement is targeted for execution on March 24, 2025. As of the date of this memorandum, the parties are in the process of negotiating the Merger Agreement and related ancillary documents, and the March 24 date has been confirmed by the parties as the target signing date.
3.2 Target Description
Luminex Systems Holdings Inc. (the "Company" or "Target")
•  Entity Type: Delaware corporation
•  Date of Incorporation: June 14, 2021
•  EIN: 86-2547193
•  Operational Headquarters: 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191
•  Registered Agent (Delaware): Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, DE 19901
•  Corporate Structure: Luminex Systems Holdings Inc. serves as the intermediate U.S. holding company for Luminex Systems AG and its worldwide operations. The holding company structure was established in 2021 through a corporate reorganization (commonly referred to as an "inversion") that resulted in the creation of a U.S. parent structure. Each share of Luminex Systems AG corresponds on a one-for-one basis to a share of Luminex Holdings common stock pursuant to a share exchange agreement dated June 14, 2021, between Luminex Holdings and Luminex Systems AG.
Luminex Systems AG (Ultimate Parent / Operating Entity)
•  Entity Type: Swiss Aktiengesellschaft (AG)
•  Registered Seat: Canton of Glenrock Assurance, Switzerland
•  Address: Bahnhofstrasse 71, 8001 Zürich, Switzerland
•  Swiss Commercial Register No.: CHE-284.391.057
•  Founded: 2009
•  Key Management:
•  Chief Executive Officer: Dr. Stefan Kessler
•  Chief Financial Officer: Annelise Gruber
•  Chairman of the Board: Roland Merz
•  Chief Technology Officer: Dr. Markus Vogt
•  Employees (Global): Approximately 4,200
•  Products and Services: Luminex Systems AG develops, markets, and supports a cloud-based enterprise resource planning (ERP), procurement automation, and supply-chain analytics software-as-a-service platform marketed under the brand name "Luminex One." The platform provides modular, configurable solutions for procurement-to-pay workflows, supplier management, spend analytics, inventory optimization, and end-to-end supply chain visibility. Luminex One is delivered exclusively as a multi-tenant SaaS application hosted on hyperscaler cloud infrastructure.
•  Key Markets:
•  DACH region (Germany, Austria, Switzerland): 35% of revenue
•  North America: 40% of revenue
•  United Kingdom & Nordics: 15% of revenue
•  Asia-Pacific: 10% of revenue
Tarvex Financial Profile (Fiscal Year 2024):
The Luminex business has demonstrated strong revenue growth, with a three-year compound annual growth rate of approximately 28%, driven primarily by ARR expansion through new customer wins and existing-customer upsell. Net revenue retention for the twelve months ended December 31, 2024, was approximately 118%. The professional services component, representing approximately 9.4% of total revenue, consists primarily of implementation, integration, and consulting services provided in connection with new customer deployments.
Implied Transaction Multiples:
These multiples are within the range observed for comparable take-private transactions involving high-growth enterprise SaaS businesses, though the EV/EBITDA multiple reflects the premium associated with Luminex's above-average revenue growth rate and strong net revenue retention profile.
3.3 Target Subsidiaries
Luminex Systems Holdings Inc. holds its worldwide operations through the following principal subsidiaries:
1.  Luminex Systems Inc.
•  Entity Type: Delaware corporation (U.S. operating subsidiary)
•  EIN: 86-2547210
•  Employees: Approximately 1,650 U.S.-based employees
•  Principal Offices: 2100 Reston Gateway Drive, Suite 800, Reston, VA 20191; additional offices in San Francisco, CA and Austin, TX
•  Role: Operates the North American business, including sales, customer success, professional services, and a significant portion of the engineering team. Holds U.S. government contracts with the Department of Defense (DOD), Department of Energy (DOE), and the General Services Administration (GSA), which are relevant to the CFIUS analysis discussed in Section 7 below.
2.  Luminex Systems UK Ltd.
•  Entity Type: Private limited company (England and Wales)
•  Companies House No.: 12847362
•  Registered Office: 14 Broadwick Street, London W1F 8HN
•  Role: Operates the United Kingdom and Nordics business.
3.  Luminex Systems GmbH
•  Entity Type: German GmbH (Gesellschaft mit beschränkter Haftung)
•  Commercial Register: HRB 247891 (Amtsgericht München)
•  Registered Office: Leopoldstrasse 120, 80802 Munich, Germany
•  2024 German Revenue: €67,000,000
•  Role: Operates the DACH region business outside of Switzerland and serves as the principal European engineering and customer support hub.
4.  Luminex Systems Pte. Ltd.
•  Entity Type: Singapore private limited company
•  Unique Entity Number (UEN): 201924781K
•  Registered Office: 8 Marina Boulevard, #36-01, Singapore 018981
•  Role: Operates the Asia-Pacific business, including sales and customer support functions for the APAC region.
The foregoing subsidiaries represent the material operating entities of the Luminex group. A complete subsidiary chart, including dormant entities and immaterial holding companies, is being prepared as part of the due diligence process and will be maintained in the data room.
3.4 Sellers / Pre-Deal Ownership
The current ownership of Luminex Systems Holdings Inc. on a fully diluted basis is as follows:
Ridgeline Growth Equity Fund II LP — 52% Ownership (Fully Diluted)
•  Entity Type: 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 Gross Proceeds at $20.00 Per Share: $1,456,000,000
•  Ridgeline led the Series C and subsequent growth equity rounds into Luminex Systems AG and participated in the 2021 corporate reorganization that established the U.S. holding company structure. Ridgeline holds a majority of the voting shares and currently designates three of seven directors on the Luminex Holdings board.
Meridian Venture Partners IV LP — 20% Ownership (Fully Diluted)
•  Entity Type: 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 Gross Proceeds at $20.00 Per Share: $560,000,000
•  Meridian is an early-stage investor in Luminex, having participated in the Series A and Series B rounds. Meridian currently designates one of seven directors on the Luminex Holdings board.
Management and Employees — 28% Ownership (Fully Diluted)
Management and employee shareholders collectively hold 28% of Luminex Holdings on a fully diluted basis, inclusive of vested and unvested stock options and restricted stock units. The aggregate consideration payable to management and employee holders is $784,000,000, of which approximately $405,020,000 is expected to be rolled over into equity in Ardent Apex Holdings Inc. and approximately $378,980,000 will be paid in cash at closing. The specific rollover percentages for key members of management are set forth below:
The rollover terms for each member of senior management are subject to negotiation of individual rollover agreements and the stockholders agreement to be entered into at closing. The rollover percentages for other management and employees are subject to final determination based on individual election letters and the terms of the equity incentive plan.
3.5 Key Deal Economics — Sources & Uses Summary
The following table summarizes the anticipated sources and uses of funds for the transaction:
Sources of Funds:
Uses of Funds:
In addition, the senior secured credit facility includes a revolving credit facility in the amount of $200,000,000, which will be undrawn at closing and available for working capital and general corporate purposes of the surviving company post-closing.
The Merger Agreement will include a customary working capital adjustment mechanism with a target net working capital of $48,500,000 and a symmetrical collar of ±$2,500,000, such that no adjustment will be made if the closing net working capital falls within the range of $46,000,000 to $51,000,000. To the extent that closing net working capital falls outside of the collar, a dollar-for-dollar adjustment will be made, payable by the applicable party within five business days of the final determination of closing net working capital.
The slight difference between total sources and total uses will be reconciled through adjustments to the equity contribution and final transaction expense estimates prior to closing.
3.6 Key Commercial Terms
The following is a summary of the principal commercial terms of the proposed Merger Agreement, as currently under negotiation:
Indemnification Cap: $420,000,000, representing 15% of the aggregate deal value. The indemnification cap applies to losses arising from breaches of non-fundamental representations and warranties. Fundamental representations (including organization, authority, capitalization, and tax matters) will be subject to a separate, higher cap to be negotiated.
Survival Periods:
•  General Representations and Warranties: 18 months following the closing date
•  Fundamental Representations: 36 months following the closing date
•  Tax Representations: 60 days following the expiration of the applicable statute of limitations (including any extensions or waivers thereof)
No-Shop Provision: The Merger Agreement will include a customary no-shop restriction on the Target's ability to solicit, initiate, or knowingly encourage competing acquisition proposals following execution of the Merger Agreement. The no-shop will be subject to a fiduciary-out exception permitting the Target's board of directors to engage with unsolicited superior proposals, subject to a four (4) business day matching right in favor of the Buyer before the Target's board may effect a change of recommendation.
Reverse Termination Fee (Buyer): $140,000,000, representing 5% of the aggregate deal value, payable by the Buyer to the Target in the event the Merger Agreement is terminated due to the Buyer's failure to consummate the closing when all conditions to the Buyer's obligations have been satisfied or waived (including as a result of a failure to obtain debt financing).
Target Termination Fee: $84,000,000, representing 3% of the aggregate deal value, payable by the Target to the Buyer in the event the Merger Agreement is terminated following a change of recommendation by the Target's board of directors or the Target's entry into a definitive agreement with respect to a superior proposal.
Outside Date: September 10, 2025, subject to automatic extension to December 10, 2025, in the event that the sole unsatisfied closing condition as of the initial Outside Date is the receipt of required regulatory approvals.
Escrow: $140,000,000 (representing 5% of the aggregate deal value) to be deposited into escrow for a period of 18 months following the closing date with Continental Fiduciary Trust Company (Escrow Account Ref: CFT-ESC-2025-7894), to serve as security for the sellers' indemnification obligations under the Merger Agreement.
4. Scope of Engagement
4.1 Workstreams.  Calderwood & Harkness LLP has been engaged to represent Ardent Capital Partners III LP in connection with the following workstreams arising from or related to the acquisition of Luminex Systems Holdings Inc.:
1.  Transaction Structuring and Merger Agreement Negotiation. Advising on the structuring of the reverse triangular merger, drafting and negotiating the definitive Merger Agreement and all schedules, exhibits, and annexes thereto, and preparing all ancillary transaction documents, including but not limited to the certificate of merger, letters of transmittal, stockholder notices, and closing certificates.
2.  Due Diligence Coordination. Coordinating and conducting legal due diligence across the following areas: corporate organization and good standing; intellectual property and technology; material commercial contracts (including customer agreements, vendor agreements, and partnership agreements); employment and employee benefits; litigation and regulatory proceedings; real property (owned and leased); insurance; environmental; and data privacy and cybersecurity. Preparation of due diligence reports and summaries for the Ardent Capital investment team.
3.  Antitrust and Competition. Leading all U.S. antitrust matters, including preparation and filing of the HSR Act notification, developing strategy for the anticipated FTC Second Request, and coordinating with the Federal Trade Commission throughout the review process. This workstream also encompasses coordination with local counsel on foreign competition filings, including the Bundeskartellamt (Germany) and Swiss competition authorities, as well as the EU Foreign Subsidies Regulation notification. This workstream is led by Elaine Forsythe, Partner, Antitrust.
4.  CFIUS Review and Mitigation Strategy. Preparing and filing the voluntary joint notice to the Committee on Foreign Investment in the United States (CFIUS) and developing a mitigation strategy in light of the Target's U.S. government contracts (DOD, DOE, GSA). This workstream is coordinated by Elaine Forsythe in collaboration with the M&A team.
5.  Foreign Investment Review. Coordinating with local counsel on Swiss foreign investment review matters, including notifications to SECO under the Lex Koller regime and any applicable requirements under the Swiss Financial Market Infrastructure Act (FMIA/SESTA), as well as the EU Foreign Subsidies Regulation filing. This workstream is coordinated with Breitfeld Hess & Partner AG (Zürich).
6.  Tax Structuring. Analyzing and advising on the tax structure of the transaction, including evaluation of a potential Section 338(h)(10) election, Swiss withholding tax implications, transfer pricing considerations arising from the cross-border holding company structure, FIRPTA compliance (Foreign Investment in Real Property Tax Act), and state and local tax matters. This workstream is led by Sylvia Hartwell, Partner, Tax.
7.  Financing Documentation. Reviewing and negotiating the definitive documentation for the senior secured credit facility (Term Loan B and Revolver) with Stonebridge Credit Partners LLC and its co-lenders, the subordinated mezzanine notes with Crestline Mezzanine Partners II LP, the equity commitment letter from Ardent Capital Partners III LP, and the co-investment agreements with Northvale Sovereign Holdings Ltd. and Summit Ridge Capital Partners LP.
8.  Rollover Equity and Management Arrangements. Drafting and negotiating rollover agreements with rolling-over management shareholders, the post-closing stockholders agreement, the equity incentive plan for the surviving company, and new employment agreements for key members of management.
9.  R&W Insurance and D&O Tail Insurance Procurement Coordination. Coordinating with Ashbury Risk Advisors LLC on the procurement and binding of representations and warranties insurance, including review and negotiation of the R&W policy and exclusion schedule. Coordinating on the procurement of the D&O tail insurance policy for the Target's pre-closing directors and officers.
10.  Closing Deliverables and Post-Closing Matters. Preparing all closing deliverables, including officer's certificates, good standing certificates, FIRPTA certificates, secretary's certificates, legal opinions, and all other documents required to be delivered at the closing. Managing post-closing matters, including the working capital adjustment process, escrow administration, integration-related legal matters, and any post-closing indemnification claims.
4.2 Local Counsel Coordination
Calderwood & Harkness LLP will coordinate with the following local counsel in connection with matters arising under the laws of jurisdictions outside of the United States:
Switzerland and European Union:
Breitfeld Hess & Partner AG Talstrasse 62, 8001 Zürich, Switzerland Lead Partner: Dr. Lukas Breitfeld Scope: Swiss foreign-investment review (Lex Koller / SESTA), Swiss corporate law matters relating to Luminex Systems AG, EU regulatory matters, and preparation and filing of the EU Foreign Subsidies Regulation notification.
Germany:
Wendt Schäfer Rechtsanwälte PartG mbB Maximilianstrasse 35, 80539 Munich, Germany Lead Partner: Dr. Katarina Wendt Scope: German corporate law matters relating to Luminex Systems GmbH, German employment law compliance (including works council consultation requirements), German data privacy (GDPR/BDSG) matters, and preparation and filing of the Bundeskartellamt notification.
Singapore:
Tan Liang & Associates LLP 80 Raffles Place, #32-01, Singapore 048624 Lead Partner: Kelvin Tan Scope: Singapore corporate law and regulatory matters relating to Luminex Systems Pte. Ltd., including change-of-control notifications and any applicable foreign ownership restrictions.
All local counsel engagements are governed by separate engagement letters executed between each local counsel firm and Ardent Capital Partners III LP. Calderwood & Harkness will serve as coordinating counsel for all cross-border legal matters and will maintain oversight of all local counsel work product.
4.3 Opposing Counsel
The sellers (Ridgeline Growth Equity Fund II LP and Meridian Venture Partners IV LP) and Luminex Systems Holdings Inc. are represented in this transaction by:
Caldwell, Raines & Sheppard LLP 51 West 52nd Street, New York, NY 10019
•  Lead M&A Partner: Patricia Okonkwo
•  Associate: Daniel Feinberg
•  Antitrust Partner: Gregory Lam
Caldwell, Raines & Sheppard LLP is advising the Target and the selling shareholders on all aspects of the transaction, including the Merger Agreement, the sell-side disclosure schedules, and antitrust and regulatory matters.
5. Engagement Team
5.1 Staffing Assignments
The following Calderwood & Harkness professionals have been assigned to this matter:
Additional associates, counsel, and staff may be assigned to the matter as the scope of work develops, particularly with respect to due diligence, financing documentation, and regulatory filings. Any additions to the engagement team will be communicated to the Office of the General Counsel for conflict-clearance purposes.
5.2 Office Involvement
The following Calderwood & Harkness offices are expected to be involved in this engagement:
New York (Primary): 7 Times Square, New York, NY 10036. The New York office will serve as the primary office for this engagement, and all core M&A, tax, and antitrust work will be performed from this location.
San Francisco: 555 California Street, Suite 3200, San Francisco, CA 94104. The San Francisco office may be engaged on an as-needed basis for matters requiring West Coast coordination, including interactions with Meridian Venture Partners IV LP (headquartered in San Francisco) and technology-related due diligence.
London: 1 Angel Court, London EC2R 7HJ. The London office may be engaged on an as-needed basis for UK and European matters, including coordination with Luminex Systems UK Ltd. and related cross-border issues.
6. Conflict Check Results
6.1 Conflict Search Summary
A comprehensive conflict check was conducted on March 8–9, 2025, in accordance with the firm's standard conflict-clearance procedures. The conflict search was run against all parties identified in connection with the proposed transaction, including:
•  Ardent Capital Partners III LP and its general partner, Ardent Capital GP III LLC
•  Ardent Apex Holdings Inc. and Ardent Apex Merger Sub Inc.
•  Luminex Systems Holdings Inc. and all known subsidiaries (Luminex Systems AG, Luminex Systems Inc., Luminex Systems UK Ltd., Luminex Systems GmbH, Luminex Systems Pte. Ltd.)
•  Ridgeline Growth Equity Fund II LP and Ridgeline Growth Equity GP II LLC
•  Meridian Venture Partners IV LP and Meridian Venture GP IV LLC
•  All identified key management personnel of the Target (Dr. Stefan Kessler, Annelise Gruber, Roland Merz, Dr. Markus Vogt)
•  Caldwell, Raines & Sheppard LLP (opposing counsel)
•  All financing parties (Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, Ironvale Credit Fund III LP, Crestline Mezzanine Partners II LP)
•  All co-investors (Northvale Sovereign Holdings Ltd., Summit Ridge Capital Partners LP)
•  All insurance carriers (Grandview Specialty Insurance Company, Palisade Mutual Insurance Co.)
•  All service providers (Continental Fiduciary Trust Company, Atlas Shareholder Services Inc.)
•  Known portfolio companies of Ardent Capital operating in adjacent market segments
The search covered the firm's global client database across all offices, including active matters, closed matters (within the prior seven years), and the conflicts archive. The search was conducted by the Conflicts Department under the supervision of the Office of the General Counsel.
6.2 Identified Conflict — Vectis Solutions LLC
The conflict search identified one potential conflict requiring disclosure and waiver:
Nature of Conflict:
Calderwood & Harkness LLP has provided, and continues to provide, legal services to Vectis Solutions LLC, a Delaware limited liability company (EIN: 82-4910337; headquarters: 4000 Shoreline Court, Suite 300, South San Francisco, CA 94080; CEO: Michael Parekh). Vectis Solutions is a portfolio company of Ardent Capital Partners Fund II (i.e., the predecessor fund to the client in this matter) and is a provider of procurement-automation SaaS solutions. Vectis reported 2024 revenue of approximately $68 million and holds an estimated 7% share of the procurement-automation SaaS market.
Relevance to This Transaction:
Luminex Systems Holdings Inc., through its Luminex One platform, holds an approximately 18% share of the procurement-automation SaaS market. Following the consummation of the proposed acquisition, the combined market share of Luminex and Vectis in the procurement-automation SaaS segment would be approximately 25%. This combined market position is the primary basis for the anticipated FTC Second Request following the HSR filing (as discussed further in Section 7 below).
The potential for antitrust remedies in connection with this transaction, including the possibility that the FTC may require a divestiture of Vectis Solutions (or Vectis's procurement-automation product line) as a condition to clearing the merger, creates a scenario in which the interests of Vectis Solutions LLC could diverge materially from those of Ardent Capital Partners III LP. Specifically, Vectis could be adversely affected if it is required to be divested or if its operations are otherwise restricted as part of an antitrust remedy. In such a scenario, Calderwood & Harkness's simultaneous representation of both Ardent Capital (as buyer in this transaction) and Vectis Solutions (in unrelated matters) could give rise to a conflict of interest.
Vectis German Operations:
It is further noted that Vectis Solutions operates in Germany through its subsidiary, Vectis GmbH, which reported approximately €12 million in German revenue in fiscal year 2024. The German revenues of Vectis GmbH contribute to the aggregate revenue calculations relevant to the Bundeskartellamt filing thresholds under the German Act Against Restraints of Competition (GWB §35), which the Bundeskartellamt has assigned preliminary File No. B6-34/25.
Resolution:
A separate conflict waiver letter has been prepared and is in the process of being executed by both Ardent Capital Partners III LP (through its general partner) and Vectis Solutions LLC (through its board of managers), acknowledging the potential conflict of interest described above and consenting to Calderwood & Harkness's continued representation of Ardent Capital Partners III LP in connection with the acquisition of Luminex Systems Holdings Inc. The conflict waiver letter specifically addresses the potential divestiture and remedies scenarios and confirms that each party has been advised to seek independent counsel with respect to any matters in which their interests may diverge. The fully executed conflict waiver letter will be maintained as Document 2 in the matter file.
Pending execution of the conflict waiver letter, ethical wall protocols have been implemented to ensure that no confidential information of Vectis Solutions LLC is shared with the engagement team working on this matter, and vice versa (see Section 11 below for additional detail).
6.3 Other Conflict Search Results
The conflict search yielded no additional conflicts with respect to the following parties:
•  Luminex Systems Holdings Inc. and its subsidiaries: No current or prior client relationships identified. No conflicts.
•  Ridgeline Growth Equity Fund II LP and Ridgeline Growth Equity GP II LLC: No current or prior client relationships identified. No conflicts.
•  Meridian Venture Partners IV LP and Meridian Venture GP IV LLC: No current or prior client relationships identified. No conflicts.
•  Caldwell, Raines & Sheppard LLP: No current or prior adverse or co-counsel relationships that would create a conflict with respect to this matter. No conflicts.
•  Lending Syndicate (Stonebridge Credit Partners LLC, Birchwood Capital Finance LLC, Ironvale Credit Fund III LP): The firm has represented Stonebridge Credit Partners LLC and Birchwood Capital Finance LLC in prior unrelated lending transactions. No current conflicts or adverse relationships identified with respect to this matter. No waivers required.
•  Crestline Mezzanine Partners II LP: No current or prior client relationships identified. No conflicts.
•  Co-Investors (Northvale Sovereign Holdings Ltd., Summit Ridge Capital Partners LP): No current or prior client relationships identified. No conflicts.
•  Insurance Carriers (Grandview Specialty Insurance Company, Palisade Mutual Insurance Co.): No current or prior client relationships identified. No conflicts.
•  Service Providers (Continental Fiduciary Trust Company, Atlas Shareholder Services Inc.): No current or prior client relationships identified. No conflicts.
7. Regulatory Filing Overview
The proposed transaction is subject to multi-jurisdictional regulatory review and approval requirements. The following regulatory filings have been identified as required conditions to closing and will drive the overall transaction timeline:
1. HSR Act (Hart-Scott-Rodino Antitrust Improvements Act of 1976)
•  Filing Date (Target): March 28, 2025
•  Filing Fee: $2,390,000 (based on the transaction value tier applicable to transactions valued in excess of $1.608 billion but not exceeding $5.013 billion, per the FTC's 2025 fee schedule)
•  Transaction No.: To be assigned upon filing
•  Initial Waiting Period: 30 calendar days from the date of filing (expiry estimated April 27, 2025)
•  Agency: Federal Trade Commission (FTC). Clearance was granted by the Department of Justice (DOJ) to the FTC on April 2, 2025, following the standard inter-agency clearance process.
•  Second Request: A Second Request is anticipated given the combined Luminex + Vectis market share of approximately 25% in the procurement-automation SaaS market. The engagement team, led by Elaine Forsythe, is developing a comprehensive Second Request response strategy, including preparation of a white paper on market definition, competitive dynamics, and efficiencies arguments. Estimated issuance of Second Request: on or about April 25, 2025.
2. CFIUS (Committee on Foreign Investment in the United States)
•  Filing Type: Voluntary joint notice under 31 C.F.R. Part 800
•  Filing Date (Target): April 4, 2025
•  Tracking No.: To be assigned upon filing
•  Basis for Filing: Luminex Systems Inc. (the U.S. operating subsidiary of the Target) holds active contracts with the Department of Defense (DOD), the Department of Energy (DOE), and the General Services Administration (GSA), which constitute covered transactions under the CFIUS regulations. Additionally, the involvement of Northvale Sovereign Holdings Ltd. (a Cayman Islands entity with sovereign-affiliated investors) as a co-investor in the transaction warrants careful CFIUS analysis and proactive engagement.
•  Review Period: 45-day initial review period (expiry estimated May 19, 2025), subject to potential extension for a 45-day investigation period if CFIUS identifies unresolved national security concerns.
•  Mitigation Strategy: To be developed in coordination with Elaine Forsythe, including potential mitigation measures such as a national security agreement (NSA) or other commitments regarding the handling of classified or sensitive government information.
3. Swiss Competition / SECO (Lex Koller)
•  Filing Mechanism: Notification to be filed through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld)
•  Filing Date (Target): April 7, 2025
•  File No.: To be assigned (preliminary reference: 32-0973)
•  Basis for Filing: Combined Swiss revenues of the Ardent Capital portfolio and the Luminex group exceed the CHF 100 million threshold triggering a notification requirement under the Swiss Federal Act on Cartels and Other Restraints of Competition (KartG). Additionally, the acquisition of a Swiss entity by a foreign acquirer may trigger review under the Lex Koller framework and applicable provisions of the Swiss Financial Market Infrastructure Act (FMIA/SESTA).
•  Review Period: Preliminary examination of one month; potential for extended review of up to four months if the competition authority opens a Phase II investigation.
4. Bundeskartellamt (German Federal Cartel Office)
•  Filing Mechanism: Filing through Wendt Schäfer Rechtsanwälte PartG mbB (Dr. Katarina Wendt)
•  Filing Date (Target): April 9, 2025
•  File No.: To be assigned (preliminary reference: B6-34/25)
•  Basis for Filing: The filing thresholds under Section 35 of the German Act Against Restraints of Competition (GWB) are exceeded based on the combined worldwide turnover of the acquiring and acquired entities, the German turnover of Luminex Systems GmbH (€67 million in 2024), and the German turnover of Vectis GmbH (€12 million in 2024).
•  Review Period: Phase I review period of one month from the date of complete filing. Clearance is expected in Phase I absent the identification of competitive concerns specific to the German market.
5. EU Foreign Subsidies Regulation (FSR)
•  Filing Mechanism: Notification to be filed through Breitfeld Hess & Partner AG (Dr. Lukas Breitfeld)
•  Filing Date (Target): April 11, 2025
•  Case No.: To be assigned (preliminary reference: FSR.M.2025-0412)
•  Basis for Filing: The filing thresholds under the EU Foreign Subsidies Regulation (Regulation (EU) 2022/2560) are triggered because (i) the EU turnover of the Target exceeds €500 million (based on combined EU revenues of Luminex Systems GmbH, Luminex Systems UK Ltd. (pre-Brexit UK revenue not counted, but EU customer revenue attributable to the UK entity is counted), and other EU-source revenues), and (ii) the aggregate foreign financial contributions received by the parties from third-country governments or state-affiliated entities exceed €50 million (based on the participation of Northvale Sovereign Holdings Ltd. and certain sovereign wealth fund limited partners in Ardent Capital Partners III LP).
•  Review Period: Preliminary review period of 25 business days from the date of complete notification. If the European Commission opens an in-depth investigation, the review period extends to an additional 90 business days (with possible further extension of 15 business days).
The regulatory approval timeline is currently the most significant driver of the anticipated closing date. The engagement team will maintain a detailed regulatory tracker and will provide regular updates to the client on the status of each filing. The Outside Date of September 10, 2025 (extendable to December 10, 2025) provides a reasonable cushion to accommodate the expected duration of the HSR Second Request process and any extended foreign regulatory reviews.
8. Key Third-Party Advisors
8.1 Buyer's Advisors
Financial Advisor:
Whitfield Partners LLC 280 Park Avenue, New York, NY 10017 Contact: Christopher Brennan, Managing Director Role: Buy-side financial advisor; fairness opinion provider to Ardent Capital Partners III LP.
Accounting / Tax Advisor:
Pendleton & Associates LLP 30 Rockefeller Plaza, Suite 2600, New York, NY 10112 Contact: Richard Chow, Engagement Partner Role: Tax structuring advisory; purchase-price allocation analysis; Section 338(h)(10) election modeling and analysis; transfer pricing study for the cross-border holding company structure; coordination with Calderwood & Harkness Tax group (Sylvia Hartwell).
R&W Insurance Broker:
Ashbury Risk Advisors LLC 175 Water Street, 20th Floor, New York, NY 10038 Contact: Philip Navarro, Managing Director Role: Procurement and placement of representations and warranties insurance; coordination of the R&W underwriting process; negotiation of policy terms, exclusions, and retention structure with the selected carrier (Grandview Specialty Insurance Company).
8.2 Seller's / Target's Advisors
Legal Counsel:
Caldwell, Raines & Sheppard LLP 51 West 52nd Street, New York, NY 10019 Contacts: Patricia Okonkwo (Lead M&A Partner), Gregory Lam (Antitrust Partner), Daniel Feinberg (Associate) Role: Counsel to Ridgeline Growth Equity Fund II LP, Meridian Venture Partners IV LP, and Luminex Systems Holdings Inc. in connection with all aspects of the transaction.
Financial Advisor:
Pinehurst Rothwell & Co. 277 Park Avenue, 40th Floor, New York, NY 10172 Contact: Samantha Delacroix, Managing Director Role: Sell-side financial advisor; conducted the competitive sale process on behalf of the Target and the selling shareholders.
Independent Auditors:
Hargrove Thornton LLP One Liberty Plaza, 165 Broadway, New York, NY 10006 Contact: Margaret Dawson, Audit Partner Role: Independent auditors of Luminex Systems Holdings Inc. consolidated financial statements. Hargrove Thornton has issued unqualified audit opinions on the Target's consolidated financial statements for fiscal years 2022, 2023, and 2024.
8.3 Financing Parties
Lead Arranger / Administrative Agent:
Stonebridge Credit Partners LLC 600 Lexington Avenue, 20th Floor, New York, NY 10022 Contact: Nathan Ostrowski Role: Lead arranger and administrative agent for the $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. Commitment Letter Reference: SC-2025-0312-AC Commitment Letter Date: March 8, 2025
Co-Lenders:
Birchwood Capital Finance LLC 100 Federal Street, 28th Floor, Boston, MA 02110 Contact: Diane Pritchard Hold Amount: $350,000,000
Ironvale Credit Fund III LP 9 West 57th Street, Suite 3100, New York, NY 10019 Contact: Robert Tannenbaum Hold Amount: $250,000,000
Mezzanine Lender:
Crestline Mezzanine Partners II LP 1345 Avenue of the Americas, 32nd Floor, New York, NY 10105 Contact: Vanessa Hartley Facility: $300,000,000 subordinated mezzanine notes Key Terms: 11.5% coupon (PIK toggle); 8-year maturity; 2.0% warrant coverage in Ardent Apex Holdings Inc.
Co-Investors:
Northvale Sovereign Holdings Ltd. PO Box 309, Ugland House, George Town, Cayman Islands Contact: Ahmad Al-Rashid Co-Investment Amount: $200,000,000
Summit Ridge Capital Partners LP 161 North Clark Street, Suite 4700, Chicago, IL 60601 Contact: Karen Lindstrom Co-Investment Amount: $100,000,000
8.4 Insurance Carriers
Representations & Warranties Insurance:
Grandview Specialty Insurance Company (domiciled in Connecticut) Policy No.: GSI-RWI-2025-04821 Policy Limit: $420,000,000 Retention: $14,000,000 (split 50/50 between Buyer and Sellers, such that each party bears $7,000,000 of the retention) Estimated Premium: $8,400,000 (representing a rate of 2.0% of the policy limit) The R&W insurance policy will provide coverage for losses arising from breaches of the Target's representations and warranties in the Merger Agreement, subject to customary exclusions and the negotiated retention structure.
D&O Tail Insurance:
Palisade Mutual Insurance Co. (domiciled in New York) Policy No.: PAL-DO-2025-11473 Policy Limit: $50,000,000 Tail Period: 6 years from the closing date The D&O tail policy will provide continued coverage for the Target's pre-closing directors and officers with respect to claims arising from acts or omissions occurring prior to the closing of the merger.
8.5 Service Providers
Escrow Agent:
Continental Fiduciary Trust Company 60 Wall Street, 24th Floor, New York, NY 10005 Contact: Laura Svensson, Vice President Escrow Account Reference: CFT-ESC-2025-7894 Escrow Amount: $140,000,000 Escrow Period: 18 months from the closing date Continental Fiduciary will serve as escrow agent under the escrow agreement to be entered into at closing by and among the Buyer, the sellers' representative, and the escrow agent.
Transfer / Paying Agent:
Atlas Shareholder Services Inc. 6201 15th Avenue, Brooklyn, NY 11219 Contact: Dennis Carmichael, Director Atlas Shareholder Services will serve as the transfer agent and paying agent for the merger consideration, responsible for processing letters of transmittal and distributing the per-share merger consideration to the Target's shareholders.
9. Billing Arrangements
The billing arrangements for this engagement are summarized as follows:
Engagement Letter: The engagement letter governing this representation was executed on March 10, 2025, by and between Calderwood & Harkness LLP and Ardent Capital Partners III LP (acting through its general partner, Ardent Capital GP III LLC).
Billing Partner: Sandra Tung, Partner, Mergers & Acquisitions. Ms. Tung is responsible for all billing oversight, fee arrangement administration, and client financial correspondence relating to this matter.
Billing Basis: The engagement is billed on an hourly basis in accordance with the firm's standard rate schedule. The applicable hourly rates for each timekeeper assigned to this matter are specified in the engagement letter and the Billing Rate Schedule maintained as Document 5 in the matter file. No success fee, contingency component, transaction bonus, or other alternative fee arrangement has been agreed to in connection with this engagement.
Estimated Total Buyer Transaction Expenses (All Advisors): The total estimated buyer transaction expenses, inclusive of all legal fees (Calderwood & Harkness and local counsel), financial advisory fees (Whitfield Partners), accounting and tax advisory fees (Pendleton & Associates), regulatory filing fees (including the HSR filing fee of $2,390,000), insurance premiums (R&W insurance and D&O tail), escrow agent fees, transfer agent fees, and all other customary transaction expenses, are estimated at $62,000,000. This estimate is subject to adjustment based on the scope and duration of regulatory review, the extent of any Second Request compliance burden, and other factors that may affect the total cost of the transaction.
Billing Frequency: Invoices will be rendered on a monthly basis, with payment due within thirty (30) days of the invoice date.
Expense Reimbursement: The engagement letter provides for reimbursement of customary out-of-pocket disbursements incurred in connection with this matter, including but not limited to:
•  Regulatory filing fees (HSR filing fee: $2,390,000; Bundeskartellamt filing fee; Swiss competition filing fee; EU FSR filing fee)
•  Travel and lodging expenses incurred in connection with due diligence, negotiations, regulatory meetings, and closing
•  Document production, printing, and courier costs
•  Local counsel fees and disbursements (Breitfeld Hess & Partner AG, Wendt Schäfer Rechtsanwälte PartG mbB, Tan Liang & Associates LLP)
•  Database and research charges
•  Long-distance communication and conference facility charges
Fee Arrangement Notes: The arrangements with local counsel in each relevant jurisdiction are governed by separate fee letters entered into directly between each local counsel firm and Ardent Capital Partners III LP. Calderwood & Harkness will coordinate the local counsel work product but does not guarantee or assume responsibility for local counsel fees unless expressly agreed otherwise. Local counsel fees will be invoiced separately by each local counsel firm or, at the client's election, may be passed through Calderwood & Harkness's invoices.
10. Key Dates and Timeline
The following table sets forth the key dates and milestones for the transaction, as currently estimated. Dates marked "(target)" reflect anticipated filing or event dates that are subject to change based on the progress of negotiations, regulatory review, and other factors.
The engagement team will maintain a detailed internal timeline tracker and will update this schedule as filing dates are confirmed and regulatory review periods commence. Weekly status calls with the client will include a review of the regulatory timeline and any anticipated delays or developments.
11. Document Management and Ethical Walls
Document Management:
All documents, communications, work product, and correspondence relating to this engagement shall be maintained under Matter No. 1001-00004 in the firm's document management system. All professionals assigned to this matter are responsible for properly coding and filing all documents to this matter number. Hardcopy documents, to the extent they exist, shall be maintained in the matter file in the Mergers & Acquisitions practice group's designated filing area.
Ethical Wall Protocols:
In light of the identified conflict with respect to Vectis Solutions LLC (as described in Section 6.2 above), the following ethical wall protocols have been implemented effective as of March 9, 2025, and will remain in place for the duration of both this engagement and Calderwood & Harkness's ongoing representation of Vectis Solutions:
•  No member of the engagement team assigned to Matter No. 1001-00004 (the Ardent Capital / Luminex acquisition) shall have access to the matter files, communications, or work product relating to the firm's representation of Vectis Solutions LLC.
•  No member of any engagement team working on behalf of Vectis Solutions LLC shall have access to the matter files, communications, or work product relating to Matter No. 1001-00004.
•  The firm's Information Technology Department has implemented system-level access restrictions to enforce these protocols within the document management system and email system.
•  Any questions regarding the scope or application of the ethical wall should be directed to the Office of the General Counsel.
The ethical wall protocols are documented in a separate memorandum maintained by the Office of the General Counsel and have been communicated to all affected personnel.
Privilege and Confidentiality:
All privileged communications relating to this matter shall be marked with the following legend:
"PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGE / ATTORNEY WORK PRODUCT"
This marking should appear on all written correspondence, memoranda, email communications, draft documents, and other materials that are subject to the attorney-client privilege or the work product doctrine. The engagement team should exercise appropriate care to avoid inadvertent disclosure of privileged materials to third parties and should consult with the responsible partner or the Office of the General Counsel in the event of any questions regarding the scope of privilege protections.
Access Restrictions:
Access to Matter No. 1001-00004 in the firm's document management system is restricted to the assigned engagement team members identified in Section 5.1 above, authorized administrative staff supporting those team members, and personnel in the Office of the General Counsel as required for conflict-management and supervisory purposes. Access to the matter file shall not be extended to additional personnel without the prior approval of the responsible partner, James Prentice.
12. Approvals
By signing below, the undersigned confirm their respective approvals and acknowledgments as indicated:
Responsible Partner — Matter Opening Approval
I hereby approve the opening of Matter No. 1001-00004 in connection with the representation of Ardent Capital Partners III LP in its proposed acquisition of Luminex Systems Holdings Inc., as described in this memorandum. I confirm that the scope of engagement, staffing, and conflict-management protocols set forth herein are appropriate and in compliance with the firm's policies and procedures.
CALDERWOOD & HARKNESS LLP
By: ________
Name: James Prentice
Title: Partner, Mergers & Acquisitions
(Responsible Partner)
Date: March 10, 2025
Billing Partner — Billing Arrangements Confirmation
I hereby confirm the billing arrangements described in Section 9 of this memorandum, including the hourly billing basis, the assignment of billing responsibilities, and the estimated transaction expense budget. I confirm that the engagement letter has been executed and that the billing arrangements are in compliance with the firm's standard policies.
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sandra Tung
Title: Partner, Mergers & Acquisitions
(Billing Partner)
Date: March 10, 2025
New Matters Committee — Conflict Clearance Confirmation
I hereby confirm, on behalf of the New Matters Committee, that the conflict check results described in Section 6 of this memorandum have been reviewed and that Matter No. 1001-00004 is cleared for opening, subject to the execution of the conflict waiver letter by Ardent Capital Partners III LP and Vectis Solutions LLC as described in Section 6.2. The ethical wall protocols described in Section 11 have been reviewed and are deemed adequate. This clearance is contingent upon the timely execution and delivery of the conflict waiver letter, which shall be maintained as Document 2 in the matter file.
CALDERWOOD & HARKNESS LLP NEW MATTERS COMMITTEE
By: ________
Name: ________
Title: ________
Date: March 10, 2025
This memorandum is an internal firm document prepared for administrative and conflict-management purposes. It is subject to the attorney-client privilege and the work product doctrine and is not intended for distribution outside of Calderwood & Harkness LLP. All information contained herein is confidential and proprietary to the firm and its client, Ardent Capital Partners III LP.
Matter No. 1001-00004 | Calderwood & Harkness LLP | Privileged & Confidential
Field | Details
Full Legal Name | Ardent Capital Partners III LP
Short Names / Defined Terms | Ardent Capital; Ardent CP; the "Buyer"
Entity Type | Delaware limited partnership
Headquarters | 399 Park Avenue, 42nd Floor, New York, NY 10022
Registered Agent (Delaware) | National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, DE 19904
Employer Identification Number (EIN) | 87-3941026
Date of Formation | January 15, 2023
Fund Size | $12.5 billion (Fund III, vintage 2023)
General Partner | Ardent Capital GP III LLC, a Delaware limited liability company
AUM (Firm-wide) | Approximately $31.4 billion across four flagship funds and co-investment vehicles
Investment Focus | Growth and buyout investments in enterprise technology, financial infrastructure, and healthcare IT
Metric | Amount
Total Revenue | $487,000,000
Annual Recurring Revenue (ARR) | $441,000,000
Professional Services Revenue | $46,000,000
Adjusted EBITDA | $121,800,000
Adjusted EBITDA Margin | 25.0%
U.S. Revenue (Luminex Systems Inc.) | $194,800,000
Metric | Multiple
Enterprise Value / Revenue | 5.75x
Enterprise Value / Adjusted EBITDA | 22.99x
Individual | Title | Ownership (%) | Gross Consideration | Rollover (%) | Rollover Amount | Cash-Out Amount
Dr. Stefan Kessler | CEO | 8.5% | $238,000,000 | 60% | $142,800,000 | $95,200,000
Annelise Gruber | CFO | 4.2% | $117,600,000 | 50% | $58,800,000 | $58,800,000
Dr. Markus Vogt | CTO | 3.8% | $106,400,000 | 55% | $58,520,000 | $47,880,000
Other Mgmt./Employees | Various | 11.5% | $322,000,000 | ~45% | ~$144,900,000 | ~$177,100,000
Total Management | 28.0% | $784,000,000 | ~$405,020,000 | ~$378,980,000
Source | Amount
Ardent Capital Partners III LP — Equity Contribution | $695,980,000
Management Rollover Equity (Non-Cash) | $405,020,000
Northvale Sovereign Holdings Ltd. — Co-Investment | $200,000,000
Summit Ridge Capital Partners LP — Co-Investment | $100,000,000
Crestline Mezzanine Partners II LP — Subordinated Notes | $300,000,000
Stonebridge Credit Partners LLC — Term Loan B | $1,200,000,000
Total Sources | $2,901,000,000
Use | Amount
Equity Consideration to Cashing-Out Shareholders | $2,394,980,000
Rollover Equity (Non-Cash) | $405,020,000
Estimated Buyer Transaction Expenses | $62,000,000
Estimated Seller Transaction Expenses | $29,000,000
Debt Financing Fees (OID + Arrangement) | $24,000,000
Total Uses | $2,915,000,000
Role | Attorney | Practice Group | Responsibilities
Responsible Partner | James Prentice | Mergers & Acquisitions | Overall deal leadership; Merger Agreement negotiation; client relationship management; Investment Committee presentations
Billing Partner | Sandra Tung | Mergers & Acquisitions | Billing oversight; fee arrangement administration; client financial administration; budget tracking
Lead Associate | Ryan Kowalski | Mergers & Acquisitions | Day-to-day deal execution; due diligence coordination and supervision; drafting of ancillary transaction documents; closing mechanics
Working Associate | Megan Chu | Mergers & Acquisitions | Due diligence review and analysis; disclosure schedule preparation and review; regulatory filing coordination; local counsel liaison
Specialist Partner (Tax) | Sylvia Hartwell | Tax | Section 338(h)(10) election analysis; Swiss withholding tax advice; transfer pricing analysis; FIRPTA compliance; state and local tax structuring
Specialist Partner (Antitrust & Competition) | Elaine Forsythe | Antitrust | HSR filing preparation and Second Request strategy; CFIUS voluntary notice preparation; FTC engagement and advocacy; coordination with foreign competition counsel
Date | Event
March 5, 2025 | Ardent Apex Holdings Inc. incorporated (Delaware)
March 7, 2025 | Ardent Apex Merger Sub Inc. incorporated (Delaware)
March 8, 2025 | Debt commitment letter and fee letter executed (Stonebridge Credit Partners LLC; Ref: SC-2025-0312-AC)
March 10, 2025 | Matter No. 1001-00004 opened; engagement letter signed by Ardent Capital Partners III LP
March 12, 2025 | Exclusivity agreement executed between Ardent Capital and the Target
March 24, 2025 | Merger Agreement execution (target)
March 28, 2025 | HSR Act notification filed (target)
April 4, 2025 | CFIUS voluntary joint notice filed (target)
April 7, 2025 | Swiss FINMA/SECO notification filed (target)
April 9, 2025 | Bundeskartellamt notification filed (target)
April 11, 2025 | EU Foreign Subsidies Regulation notification filed (target)
~April 25, 2025 | Anticipated issuance of FTC Second Request
April 27, 2025 | HSR initial 30-day waiting period expiry (if no Second Request)
May 19, 2025 | CFIUS 45-day initial review period expiry
July–August 2025 | Target estimated closing (subject to regulatory timeline)
September 10, 2025 | Outside Date
December 10, 2025 | Extended Outside Date (available if sole unsatisfied closing condition is regulatory approval)

MEMORANDUM

PRIVILEGED & CONFIDENTIAL

ATTORNEY WORK PRODUCT

MATTER NO.: 1001-00004

Record

Parties

Dates

Amounts