LETTER OF TRANSMITTAL
For Surrender of Shares of Common Stock of Luminex Systems Holdings Inc. in Exchange for Merger Consideration of $20.00 Per Share, Net to the Holder in Cash, Without Interest
Pursuant to the Agreement and Plan of Merger, dated as of March 24, 2025, among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
Paying Agent / Exchange Agent:
Atlas Shareholder Services Inc. 6201 15th Avenue Brooklyn, NY 11219
Attention: Dennis Carmichael, Director — Corporate Actions
DO NOT SEND SHARE CERTIFICATES TO LUMINEX SYSTEMS HOLDINGS INC. OR ARDENT APEX HOLDINGS INC. SHARE CERTIFICATES SHOULD ONLY BE SENT TO ATLAS SHAREHOLDER SERVICES INC. AS PAYING AGENT IN ACCORDANCE WITH THE INSTRUCTIONS SET FORTH HEREIN.
This Letter of Transmittal, together with the share certificate(s) representing your Shares (or, in the case of book-entry Shares, a properly completed Agent's Message transmitted through the facilities of the Depository Trust Company), and all other required documents (including, without limitation, a properly completed IRS Form W-9 or applicable IRS Form W-8, and, if applicable, a medallion signature guarantee and any documentation required under Section 8 hereof), must be received by the Paying Agent, Atlas Shareholder Services Inc., in order for the holder to receive the Per Share Merger Consideration of $20.00 per Share in cash, without interest, less any applicable withholding taxes. Holders are urged to submit this Letter of Transmittal and all accompanying documentation promptly. Failure to properly complete and timely deliver this Letter of Transmittal and all required documents may result in a delay in receiving your merger consideration.
Section 1: Description of the Transaction
This Letter of Transmittal relates to the Agreement and Plan of Merger, dated as of March 24, 2025 (as it may be amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Company"). Capitalized terms used but not otherwise defined in this Letter of Transmittal shall have the meanings ascribed to such terms in the Merger Agreement.
Pursuant to the Merger Agreement, Merger Sub has been merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation (the "Surviving Corporation") and a wholly owned subsidiary of Parent. The Merger was effected as a reverse triangular merger under the General Corporation Law of the State of Delaware (the "DGCL"). Parent is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership.
At the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock, par value $0.001 per share, of the Company (each, a "Share" and, collectively, the "Shares"), other than:
(i) Shares held by Parent, Merger Sub, or any of their respective subsidiaries immediately prior to the Effective Time;
(ii) Shares held by the Company as treasury shares immediately prior to the Effective Time; and
(iii) Rollover Shares (as defined in the Merger Agreement), being Shares held by certain members of the Company's management team who have elected to contribute such Shares to Parent in exchange for equity interests in Parent pursuant to separate Rollover Agreements entered into in connection with the Merger,
was automatically converted into the right to receive $20.00 per Share in cash, without interest and subject to any applicable withholding taxes (the "Per Share Merger Consideration").
The aggregate equity value of the Merger is approximately $2,800,000,000, based on approximately 140,000,000 fully diluted Shares outstanding as of immediately prior to the Effective Time. The Per Share Merger Consideration represents a premium of approximately 32% to the closing price of the Company's common stock on the last full trading day prior to the announcement of the Merger Agreement.
IMPORTANT NOTE: This Letter of Transmittal is to be used solely by holders of Shares who are entitled to receive the Per Share Merger Consideration in cash. This Letter of Transmittal is NOT to be used by management rollover participants who are contributing Shares to Parent pursuant to separate Rollover Agreements. If you are a management rollover participant, please contact the Office of the General Counsel of the Company at the address set forth at the end of this Letter of Transmittal for instructions regarding the treatment of your Rollover Shares.
Section 2: Delivery of Share Certificates or Book-Entry Shares
In order to receive the Per Share Merger Consideration, you must surrender your Shares to the Paying Agent in accordance with the procedures described below. Please complete the applicable subsection below depending on whether you hold physical share certificates or book-entry Shares.
2.1 Holders of Physical Share Certificates
If you hold physical share certificates representing your Shares, you must enclose all such certificate(s) with this Letter of Transmittal when submitting it to the Paying Agent. Please carefully complete the following fields:
Certificate Number(s): ________
Number of Shares Represented by Each Certificate: ________
Total Number of Shares Surrendered: ________
If you hold multiple certificates, please list each certificate separately. You may attach a separate schedule if additional space is needed. Each certificate surrendered must represent Shares of common stock of Luminex Systems Holdings Inc. that were issued and outstanding immediately prior to the Effective Time. Certificates representing shares of any other class or series of securities of the Company, or securities of any other entity, will not be accepted.
IMPORTANT: If any certificate representing Shares has been lost, stolen, or destroyed, do not delay submitting this Letter of Transmittal. Instead, please refer to Section 7 below regarding the procedures for obtaining payment in respect of lost, stolen, or destroyed certificates.
2.2 Holders of Book-Entry Shares
If your Shares are held in book-entry form through the Depository Trust Company ("DTC") or directly through the Company's transfer agent (Adriatic Health IT), you may surrender your Shares for the Per Share Merger Consideration without delivering physical certificates.
DTC Participants and Beneficial Owners Holding Through DTC Participants: Shares held through DTC may be surrendered by causing your broker, dealer, commercial bank, trust company, or other DTC participant to transfer such Shares through DTC's Automated Tender Offer Program ("ATOP") or any successor or similar system maintained by DTC. An Agent's Message (as defined below) properly transmitted through DTC's ATOP system in connection with such book-entry transfer will satisfy the requirement to deliver a signed Letter of Transmittal with respect to book-entry Shares surrendered through DTC. The term "Agent's Message" means a message transmitted by DTC to, and received by, the Paying Agent, forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the participant in DTC depositing the Shares that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Paying Agent may enforce such agreement against such participant.
Direct Book-Entry Holders: If your Shares are held directly in book-entry form through the Company's transfer agent rather than through DTC, you must submit this Letter of Transmittal, properly completed and duly signed, directly to the Paying Agent.
Please complete the following fields, as applicable:
DTC Participant Name: ________
DTC Participant Number: ________
DTC Account Number: ________
Number of Book-Entry Shares Surrendered: ________
If you are uncertain whether your Shares are held in certificate form, in book-entry form through DTC, or in book-entry form through the Company's transfer agent, please contact the Paying Agent at the address and telephone number set forth at the end of this Letter of Transmittal for assistance.
Section 3: Holder Identification and Consideration Payment Instructions
3.1 Registered Holder Information
Please provide the following information exactly as it appears on the certificate(s) surrendered or on the book-entry records maintained by the Company's transfer agent or DTC. The information provided below will be used to verify your identity as the registered holder of the Shares being surrendered and to process payment of the Per Share Merger Consideration.
Name(s) of Registered Holder(s) (Exactly as Shown on Certificate(s) or Book-Entry Records): ________
Social Security Number or Taxpayer Identification Number: ________
Address (Street Address or P.O. Box): ________
City, State, Zip Code: ________
Daytime Telephone Number: ________
Email Address (optional): ________
Note: Your Social Security Number or Taxpayer Identification Number is required for tax reporting purposes. Failure to furnish a correct Social Security Number or Taxpayer Identification Number may subject you to backup withholding. See Section 9 below.
3.2 Payment Instructions
The Per Share Merger Consideration of $20.00 per Share will be paid in cash, without interest, less any applicable withholding taxes (including, without limitation, any backup withholding required under the Internal Revenue Code of 1986, as amended (the "Code")). Please select one of the following payment methods by checking the applicable box:
Option A — Payment by Check. Check. I/We elect to receive payment by check.
If you select this option, a check for the net Per Share Merger Consideration payable to you will be made payable to the registered holder(s) as set forth in Section 3.1 above and mailed to the address set forth in Section 3.1 above, unless you have completed the Special Payment Instructions in Section 3.3 or the Special Delivery Instructions in Section 3.4 below, in which case the check will be made payable and/or mailed in accordance with such instructions.
Payee Name (if different from registered holder — see Special Payment Instructions in Section 3.3): ________
Option B — Payment by Wire Transfer. Wire Transfer. I/We elect to receive payment by wire transfer.
If you select this option, please provide the following wire transfer information. All wire transfer instructions must be for a bank account located in the United States. The Paying Agent will not process international wire transfers. Incomplete or inaccurate wire transfer instructions may result in delayed payment, and the Paying Agent shall have no liability for any such delay.
Bank Name: ________
ABA/Routing Number: ________
Account Number: ________
Account Name: ________
Reference/For Further Credit To: ________
Note: Any wire transfer fees imposed by the Paying Agent's bank, the receiving bank, or any intermediary bank will be deducted from the Per Share Merger Consideration payable to the holder. The Paying Agent currently charges a wire transfer fee of $25.00 per wire. The holder acknowledges that additional fees may be imposed by the receiving bank and that the Paying Agent shall have no responsibility for any such fees.
If neither Option A nor Option B is selected, payment will be made by check, payable to the registered holder(s) and mailed to the address set forth in Section 3.1 above.
3.3 Special Payment Instructions
(Complete ONLY if payment is to be made to someone other than the registered holder or sent to an address other than the registered holder's address shown in Section 3.1 above.)
If you wish to have the Per Share Merger Consideration paid to a person other than the registered holder(s), or if you wish to have the payment sent to an address other than the registered holder's address, please complete the following:
Name: ________
Address: ________
City, State, Zip Code: ________
Social Security Number or Taxpayer Identification Number: ________
IMPORTANT: If Special Payment Instructions are provided, the signature(s) in Section 5 below must be guaranteed by an eligible guarantor institution as described in Section 6 (Signature Guarantee Requirements). Additionally, if payment is to be made to a person other than the registered holder, the payee must complete and submit a separate IRS Form W-9 (or applicable IRS Form W-8, in the case of a non-U.S. person) with this Letter of Transmittal.
3.4 Special Delivery Instructions
(Complete ONLY if the check is to be mailed to an address other than the address shown in Section 3.1 above, but the check is still to be made payable to the registered holder(s).)
Mail to Address: ________
City, State, Zip Code: ________
Note: If you have completed Special Delivery Instructions, please also review Section 6 to determine whether a medallion signature guarantee is required.
Section 4: Calculation of Merger Consideration
The Per Share Merger Consideration payable to you will be calculated as follows. This section is provided for your convenience and informational purposes only. The actual amount payable will be determined by the Paying Agent based on the number of Shares properly surrendered and accepted for payment.
The aggregate merger consideration of approximately $2,800,000,000 is being distributed to eligible holders of Shares through the Paying Agent, Atlas Shareholder Services Inc., in accordance with the terms of the Merger Agreement. The Paying Agent has been funded with sufficient cash to make all payments of the Per Share Merger Consideration to holders who properly surrender their Shares in accordance with the terms of this Letter of Transmittal.
Important Notice Regarding Escrow. Pursuant to the terms of the Merger Agreement and a related Escrow Agreement, dated as of the date of the closing of the Merger (the "Escrow Agreement"), among Parent, the Surviving Corporation, the Stockholders' Representative (as defined below), and Continental Fiduciary Trust Company, as escrow agent (the "Escrow Agent"), an aggregate amount of $140,000,000 (representing five percent (5%) of the aggregate deal value) (the "Escrow Amount") has been deposited into an escrow account with the Escrow Agent (Escrow Account Reference: CFT-ESC-2025-7894) for a period of eighteen (18) months following the Effective Time, to secure the indemnification obligations of the Company's former stockholders under Article IX of the Merger Agreement. The portion of such Escrow Amount attributable to each holder's pro rata share (based on such holder's Shares relative to the total number of Shares entitled to receive the Per Share Merger Consideration) is included in the Gross Merger Consideration figures set forth above. Accordingly, the full Per Share Merger Consideration of $20.00 per Share is being paid at closing. Any distributions from the escrow account, whether to Parent (in satisfaction of indemnification claims) or to the former stockholders (upon release of all or a portion of the Escrow Amount), will be made in accordance with the terms of the Escrow Agreement and directed by Lantern Rock Advisory LLC, in its capacity as the Stockholders' Representative. Holders are not required to take any action with respect to the escrow at this time.
Section 5: Representations, Warranties, and Signature of Holder
5.1 Representations and Warranties
By signing below, the undersigned hereby represents and warrants to Parent, the Surviving Corporation, and the Paying Agent as follows:
(a) The undersigned is the registered holder of the Shares described in Section 2 above, or has been duly authorized by the registered holder to submit this Letter of Transmittal on the registered holder's behalf (with evidence of such authorization attached hereto, as required by Section 8 below).
(b) The undersigned has full power and authority to surrender the Shares described herein and to receive the Per Share Merger Consideration in exchange therefor, and the delivery of such Shares and receipt of such Per Share Merger Consideration does not and will not violate or conflict with, or result in a breach of, any agreement, instrument, order, judgment, or decree to which the undersigned is a party or by which the undersigned or such Shares are bound.
(c) The Shares surrendered hereby are free and clear of all liens, pledges, hypothecations, encumbrances, security interests, charges, claims, restrictions, options, preemptive rights, rights of first refusal, proxies, voting agreements, and equities of any kind whatsoever, and the undersigned has not entered into any agreement, arrangement, or understanding (whether oral or written) that would impair the undersigned's ability to surrender such Shares or receive the Per Share Merger Consideration in respect thereof.
(d) The undersigned will, upon request, execute and deliver any additional documents, instruments, or certificates deemed by the Paying Agent, Parent, or the Surviving Corporation to be necessary or desirable to complete the surrender of the Shares described herein, to evidence the transfer of good and valid title to such Shares, and to effect the payment of the Per Share Merger Consideration in respect thereof.
(e) The undersigned acknowledges that the Merger constitutes a change of control of the Company and that the undersigned's right to the Per Share Merger Consideration arises solely under the terms of the Merger Agreement. The undersigned further acknowledges that, following the Effective Time, the Shares described herein represent solely the right to receive the Per Share Merger Consideration (together with any distributions from the escrow account, if applicable) and no other rights with respect to the Company, including, without limitation, any rights as a stockholder of the Company.
(f) The undersigned is NOT a management rollover participant who is contributing Shares to Parent pursuant to a Rollover Agreement. The undersigned acknowledges that management rollover participants must not use this Letter of Transmittal and must instead follow the procedures set forth in their respective Rollover Agreements.
(g) The information provided by the undersigned in this Letter of Transmittal (including, without limitation, the Social Security Number or Taxpayer Identification Number and the payment instructions set forth herein) is true, correct, and complete in all material respects, and the undersigned will promptly notify the Paying Agent if any such information changes or becomes inaccurate.
5.2 Signature block
IMPORTANT: This Letter of Transmittal must be signed by the registered holder(s) of the Shares exactly as the name(s) appear(s) on the share certificate(s) or book-entry records. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation, or other person acting in a fiduciary or representative capacity, please provide full title below and see Section 8 for additional documentation requirements. If Shares are held in joint names, ALL joint holders must sign below.
Signature(s) of Registered Holder(s) or Authorized Signatory:
________________________________________
________________________________________
Printed Name(s):
________________________________________
________________________________________
Title (if applicable — e.g., executor, administrator, trustee, officer):
________________________________________
Date: ________
Section 6: Signature Guarantee Requirements
A medallion signature guarantee is REQUIRED if any of the following circumstances apply:
(a) Payment of the Per Share Merger Consideration is to be made to a person other than the registered holder(s) of the Shares being surrendered (i.e., Special Payment Instructions in Section 3.3 above have been completed);
(b) Share certificates being surrendered are registered in a name other than the name of the person(s) signing this Letter of Transmittal; or
(c) Payment is to be mailed to an address other than the registered holder's address as shown on the Company's stock transfer records (i.e., Special Delivery Instructions in Section 3.4 above have been completed).
No signature guarantee is required if (i) this Letter of Transmittal is signed by the registered holder(s) of the Shares (including any joint holders) exactly as the name(s) of such registered holder(s) appear(s) on the share certificate(s) or book-entry records and (ii) payment is to be made directly to such registered holder(s) at the address appearing on the Company's stock transfer records.
Acceptable Guarantors. A medallion signature guarantee must be obtained from an eligible guarantor institution, as defined under Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. Eligible guarantor institutions include banks, brokers, dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies, savings associations, and other institutions that are participants in a recognized signature guarantee medallion program, including the Securities Transfer Agents Medallion Program ("STAMP"), the Stock Exchanges Medallion Program ("SEMP"), and the New York Stock Exchange Medallion Signature Program ("MSP"). A notarization by a notary public is NOT an acceptable substitute for a medallion signature guarantee.
MEDALLION SIGNATURE GUARANTEE
(Place Medallion Signature Guarantee Stamp Below)
Name of Guarantor Institution: ________
Address of Guarantor Institution: ________
Authorized Signature of Guarantor: ________
Title of Authorized Signatory: ________
Date: ________
Section 7: Lost, Stolen, or Destroyed Certificates
If any share certificate representing Shares has been lost, stolen, or destroyed, the holder must take the following steps before payment of the Per Share Merger Consideration can be made with respect to such certificate(s):
(a) Notify the Paying Agent Promptly in Writing. The holder must promptly notify the Paying Agent, Atlas Shareholder Services Inc. (Attention: Dennis Carmichael, Director — Corporate Actions), in writing at the address set forth in Section 10.1 below, of the loss, theft, or destruction of such certificate(s). Such notice should be made as promptly as practicable after discovery of the loss, theft, or destruction and should include the information described below.
(b) Complete and Return This Letter of Transmittal. The holder must complete and return this Letter of Transmittal with a written description of the lost, stolen, or destroyed certificate(s), including the certificate number(s) and the number of Shares represented by each such certificate, in lieu of physical delivery of such certificate(s). The holder should complete the fields set forth below.
(c) Furnish a Surety Bond or Indemnity. The holder must furnish a surety bond or open-penalty indemnity agreement in form and substance satisfactory to the Paying Agent and Parent, in such amount as may be required by the Paying Agent (typically equal to or in excess of the aggregate replacement cost of the lost certificate(s), i.e., the aggregate Per Share Merger Consideration payable in respect of the Shares represented by the lost certificate(s)). The cost of such surety bond or indemnity shall be borne by the holder. The Paying Agent will provide information regarding the procedures for obtaining a surety bond upon request.
(d) Provide an Affidavit of Loss. The holder must execute and deliver an affidavit of loss in form satisfactory to the Paying Agent, setting forth the circumstances of the loss, theft, or destruction of the certificate(s), the holder's ownership of the Shares represented thereby, and such other information as the Paying Agent may reasonably require.
Payment of the Per Share Merger Consideration in respect of lost, stolen, or destroyed certificates will not be made until the Paying Agent has received all of the foregoing documentation (the required surety bond or indemnity agreement and the executed affidavit of loss) in form and substance satisfactory to the Paying Agent and Parent. The Paying Agent is authorized to require such additional evidence of ownership and other documentation as it deems appropriate in connection with claims relating to lost, stolen, or destroyed certificates.
Please complete the following fields if you are claiming Shares represented by a lost, stolen, or destroyed certificate:
Certificate Number(s) of Lost/Stolen/Destroyed Certificate(s): ________
Number of Shares Represented by Each Such Certificate: ________
Circumstances of Loss/Theft/Destruction (please describe in detail): ________
________________________________________
________________________________________
________________________________________
For assistance in connection with a lost, stolen, or destroyed certificate, please contact the Paying Agent at the address and telephone number set forth at the end of this Letter of Transmittal.
Section 8: Additional Documentation for Fiduciaries, Representatives, and Special Circumstances
If this Letter of Transmittal is signed by a person other than the registered holder of the Shares (or if the registered holder is signing in a fiduciary or representative capacity), the following additional documents must accompany the submission of this Letter of Transmittal and the surrendered Shares, as applicable:
(a) Executors, Administrators, or Personal Representatives. If the registered holder is deceased and this Letter of Transmittal is being submitted by an executor, administrator, or personal representative of the registered holder's estate, the following documentation must be provided: (i) letters testamentary or letters of administration (or the equivalent under applicable law), certified by the appropriate court of competent jurisdiction within the sixty (60) days immediately preceding the date of submission of this Letter of Transmittal; and (ii) if the executor, administrator, or personal representative is not the sole beneficiary or residuary legatee, evidence satisfactory to the Paying Agent of such person's authority to act on behalf of the estate with respect to the Shares.
(b) Trustees. If this Letter of Transmittal is being submitted by a trustee on behalf of a trust that is the registered holder, the following documentation must be provided: (i) the relevant pages of the trust instrument (including the signature page and any pages showing the trustee's authority to sell, transfer, or surrender the trust's securities and the trustee's powers and duties); and (ii) the trust's Employer Identification Number ("EIN"). If the trust instrument does not contain provisions expressly authorizing the trustee to surrender the Shares, a court order or other evidence of authority satisfactory to the Paying Agent may be required.
(c) Corporate Officers or Authorized Agents. If the registered holder is a corporation, limited liability company, partnership, or other legal entity, and this Letter of Transmittal is being submitted by an officer or authorized agent of such entity, the following documentation must be provided: (i) a certified copy of a resolution of the board of directors (or equivalent governing body) of such entity authorizing the submission of this Letter of Transmittal and the surrender of the Shares, or a power of attorney duly executed by an authorized officer of such entity; and (ii) evidence that the signatory is a duly authorized officer or agent of such entity (such as an incumbency certificate or secretary's certificate).
(d) Guardians or Conservators. If this Letter of Transmittal is being submitted by a guardian or conservator on behalf of a registered holder who is a minor or incapacitated person, the following documentation must be provided: (i) a certified copy of the court order appointing such guardian or conservator, issued within the sixty (60) days immediately preceding the date of submission of this Letter of Transmittal (or such longer period as the Paying Agent may accept in its discretion); and (ii) if the court order limits the guardian's or conservator's authority, evidence that the surrender of the Shares and receipt of the Per Share Merger Consideration are within the scope of such authority.
(e) Attorneys-in-Fact. If this Letter of Transmittal is being submitted by an attorney-in-fact on behalf of the registered holder pursuant to a power of attorney, the following documentation must be provided: (i) a copy of the power of attorney (whether durable or otherwise), duly executed by the registered holder, expressly granting the attorney-in-fact authority to surrender securities and receive proceeds on the registered holder's behalf; and (ii) if the power of attorney is a limited power of attorney, evidence that the actions contemplated by this Letter of Transmittal are within the scope of the authority granted.
All signatures by persons acting in a fiduciary or representative capacity must clearly indicate the capacity in which the person is signing (e.g., "John Smith, as Executor of the Estate of Jane Smith, Deceased" or "Mary Jones, as Trustee of the Jones Family Trust dated January 1, 2020"). The Paying Agent reserves the right to require such additional documentation as it deems necessary or appropriate to verify the authority of any person submitting this Letter of Transmittal in a fiduciary or representative capacity.
Section 9: Tax Withholding and Tax Certification (IRS Form W-9 / W-8)
9.1 U.S. Holders — IRS Form W-9
Each holder of Shares who is a "United States person" for U.S. federal income tax purposes (a "U.S. Holder") must complete, sign, and return an IRS Form W-9, Request for Taxpayer Identification Number and Certification, a copy of which is included herewith as Exhibit A. A U.S. Holder generally includes any individual who is a citizen or resident of the United States, any corporation or other entity created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, any estate the income of which is subject to U.S. federal income tax regardless of its source, and any trust subject to the primary supervision of a U.S. court and the control of one or more U.S. persons.
Failure to provide a properly completed IRS Form W-9 may result in backup withholding at the applicable rate (currently 24%) on the Per Share Merger Consideration payable to such holder. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against the holder's U.S. federal income tax liability, provided the required information is timely furnished to the Internal Revenue Service (the "IRS").
Tax Treatment of the Merger. The receipt of the Per Share Merger Consideration in exchange for Shares will generally be treated as a sale or exchange of such Shares for U.S. federal income tax purposes. A U.S. Holder will generally recognize gain or loss equal to the difference between the amount of cash received (the Per Share Merger Consideration) and such holder's adjusted tax basis in the Shares surrendered. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the holder's holding period for the Shares exceeds one year as of the date of the Merger. The foregoing is a general summary only and does not constitute tax advice. Holders are strongly urged to consult their own tax advisors regarding the specific tax consequences of the Merger to them, including the applicability of federal, state, local, and non-U.S. tax laws.
9.2 Non-U.S. Holders — IRS Form W-8BEN or W-8BEN-E
Each holder of Shares who is not a U.S. person for U.S. federal income tax purposes (a "Non-U.S. Holder") must complete, sign, and return the applicable IRS Form W-8, a copy of which is included herewith as Exhibit B. The applicable form is as follows:
• IRS Form W-8BEN — for Non-U.S. Holders that are individuals;
• IRS Form W-8BEN-E — for Non-U.S. Holders that are entities (including corporations, partnerships, and trusts);
• IRS Form W-8ECI — for Non-U.S. Holders whose income from the surrender of Shares is effectively connected with a U.S. trade or business;
• IRS Form W-8EXP — for Non-U.S. Holders that are foreign governments, international organizations, foreign central banks of issue, or other tax-exempt organizations; or
• IRS Form W-8IMY — for Non-U.S. Holders that are intermediaries or flow-through entities receiving the Per Share Merger Consideration on behalf of beneficial owners.
FIRPTA. The Company has represented and certified that it is not, and has not been at any time during the applicable statutory period, a "United States real property holding corporation" within the meaning of Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the "Code"). Accordingly, withholding under the Foreign Investment in Real Property Tax Act ("FIRPTA") is not expected to apply to payments of the Per Share Merger Consideration to Non-U.S. Holders, provided that such certification remains valid as of the Effective Time and the Company delivers a FIRPTA certificate in the form specified under Treasury Regulation Section 1.1445-2(c) at the closing of the Merger. In the event that such certification is not available or is inaccurate, FIRPTA withholding at a rate of up to 15% of the Per Share Merger Consideration may apply.
Without a valid IRS Form W-8 or other required certification, the Paying Agent may be required to withhold at the applicable statutory rate (currently 30%) on payments to Non-U.S. Holders. Non-U.S. Holders claiming reduced withholding rates under applicable income tax treaties must provide a properly completed IRS Form W-8BEN or W-8BEN-E, as applicable, certifying their eligibility for such reduced rate.
Swiss Withholding Tax. To the extent any portion of the Per Share Merger Consideration is treated as sourced from Switzerland for Swiss tax purposes (including, without limitation, to the extent any portion is characterized as a distribution of reserves from capital contributions or as a liquidation dividend under Swiss law), Swiss anticipatory withholding tax (Verrechnungssteuer) may apply at a statutory rate of thirty-five percent (35%), subject to reduction under applicable bilateral tax treaties between Switzerland and the holder's country of residence. Holders who may be subject to Swiss withholding tax should consult their own tax advisors regarding the applicability of Swiss withholding tax and the availability of treaty benefits, refunds, or credits.
9.3 Backup Withholding Notice
Under U.S. federal income tax law, the Paying Agent may be required to withhold a portion of any payment made pursuant to this Letter of Transmittal (currently at a rate of 24%) if:
(a) the holder fails to furnish a correct Social Security Number or Taxpayer Identification Number ("TIN");
(b) the IRS notifies the Paying Agent that the holder has previously failed to report interest or dividends properly;
(c) the holder fails to certify, under penalty of perjury, that the holder is not subject to backup withholding; or
(d) the holder fails to provide a properly completed and signed IRS Form W-9 (in the case of a U.S. Holder) or applicable IRS Form W-8 (in the case of a Non-U.S. Holder).
Payments subject to backup withholding are not additional taxes. Amounts withheld under the backup withholding rules are generally creditable against the holder's U.S. federal income tax liability and may be refundable to the extent they exceed the holder's actual tax liability, provided that the required information is timely furnished to the IRS. Holders should consult their own tax advisors regarding the application of backup withholding and the procedures for claiming a credit or refund of any amounts withheld.
Section 10: Important Instructions and General Provisions
10.1 Delivery Instructions
All deliveries of this Letter of Transmittal, share certificates, and other required documents to the Paying Agent must be made to the following address:
Atlas Shareholder Services Inc.
Attention: Corporate Actions — Luminex Systems Holdings Inc. Merger
6201 15th Avenue Brooklyn, NY 11219
Acceptable Methods of Delivery. This Letter of Transmittal and all accompanying documents and certificates may be delivered by the following methods:
• Registered Mail (return receipt requested), properly insured, through the United States Postal Service;
• Overnight Courier (such as Severin Partners LLC, Halcyon Partners LLC, or Tarrant & Co.), with tracking and delivery confirmation; or
• Hand Delivery to the Paying Agent at the address set forth above during normal business hours (Monday through Friday, 9:00 a.m. to 5:00 p.m. Eastern Time, excluding federal holidays).
WARNING: DO NOT SEND THIS LETTER OF TRANSMITTAL, SHARE CERTIFICATES, OR ANY OTHER DOCUMENTS BY FACSIMILE TRANSMISSION. FACSIMILE TRANSMISSIONS WILL NOT BE ACCEPTED BY THE PAYING AGENT AND WILL NOT CONSTITUTE VALID DELIVERY.
The method of delivery of share certificates, this Letter of Transmittal, and all other required documents is at the sole option and risk of the delivering holder. If delivery is by mail, registered mail with return receipt requested, properly insured for the full replacement value of the certificates being delivered, is strongly recommended. In all cases, sufficient time should be allowed to ensure timely delivery. Delivery will be deemed effective only when the Letter of Transmittal, certificates, and all other required documents are actually received by the Paying Agent at the address set forth above. Neither Parent, the Surviving Corporation, the Paying Agent, nor any other person shall have any responsibility or liability for any certificates or documents lost, delayed, or undelivered in transit.
10.2 Validity and Acceptance
All questions regarding the validity, form, eligibility (including time of receipt), and acceptance for payment of any surrender of Shares pursuant to this Letter of Transmittal will be determined by Parent, in its sole and absolute discretion, which determination shall be final and binding on all parties. Parent reserves the absolute right, in its sole discretion, to waive any defect or irregularity in any Letter of Transmittal or in the manner in which Shares are surrendered, and Parent's election to waive any such defect or irregularity with respect to any particular holder or submission shall not constitute an obligation to waive any similar defect or irregularity with respect to any other holder or submission.
None of Parent, the Surviving Corporation, the Paying Agent, or any other person shall be under any obligation to give notice of any defect or irregularity in connection with the submission of any Letter of Transmittal or the surrender of any Shares, and none of them shall incur any liability for failure to give any such notice. Parent reserves the right to reject any and all Letters of Transmittal that are not in proper form or for which the acceptance for payment would, in the opinion of counsel to Parent, be unlawful.
Parent's interpretations of the terms and conditions of this Letter of Transmittal (including the instructions hereto and the accompanying exhibits) shall be final and binding on all parties.
10.3 No Interest
No interest will be paid on the Per Share Merger Consideration, regardless of any delay in making payment to any holder for any reason, including, without limitation, delays caused by incomplete or improperly completed Letters of Transmittal, delays in delivering required documentation, or delays resulting from the procedures for lost, stolen, or destroyed certificates set forth in Section 7 above.
10.4 Termination of Rights
From and after the Effective Time, each Share certificate or book-entry share surrendered in accordance with this Letter of Transmittal shall represent solely the right to receive the Per Share Merger Consideration of $20.00 per Share in cash, without interest (together with any distributions from the escrow account to which the holder may be entitled, as described in Section 4 above), and no other rights. Without limiting the foregoing, from and after the Effective Time, no transfers of Shares shall be made on the stock transfer books of the Company (or the Surviving Corporation), and any Shares presented to the Surviving Corporation for transfer shall be cancelled and exchanged for the Per Share Merger Consideration in accordance with the procedures set forth in this Letter of Transmittal. Holders of unsurrendered Shares shall not be entitled to receive any dividends or other distributions with respect to the Surviving Corporation or Parent.
10.5 Unclaimed Funds
Any portion of the Per Share Merger Consideration deposited with the Paying Agent that remains unclaimed by former holders of Shares for twelve (12) months after the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation, upon the Surviving Corporation's written demand. Thereafter, any former holder of Shares who has not surrendered such Shares in exchange for the Per Share Merger Consideration in accordance with this Letter of Transmittal shall look solely to the Surviving Corporation (subject to abandoned property, escheat, or similar laws) for payment of such holder's Per Share Merger Consideration, without interest.
Any amounts remaining unclaimed by former holders of Shares after the applicable period prescribed by state abandoned property, escheat, or similar laws shall become the property of the applicable governmental authority in accordance with such laws. None of Parent, the Surviving Corporation, the Paying Agent, or any other person shall be liable to any holder for any Per Share Merger Consideration delivered to any governmental authority pursuant to applicable abandoned property, escheat, or similar laws.
10.6 Governing Law
This Letter of Transmittal and the instructions hereto shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any action or proceeding arising out of or relating to this Letter of Transmittal shall be brought exclusively in the Court of Chancery of the State of Delaware (or, if such court declines to accept jurisdiction, any federal court sitting in the State of Delaware), and the parties hereby irrevocably submit to the exclusive jurisdiction of such courts.
Exhibit A: IRS Form W-9
EXHIBIT A
IRS Form W-9 — Request for Taxpayer Identification Number and Certification
[Attach IRS Form W-9 — Request for Taxpayer Identification Number and Certification]
Instructions to U.S. Holders: Each U.S. Holder (as defined in Section 9.1 above) must complete, sign, and return an IRS Form W-9 with this Letter of Transmittal. A copy of the current IRS Form W-9 is attached hereto for your convenience. If you have previously provided a valid IRS Form W-9 to the Company or the Paying Agent and your information has not changed, you may still be required to submit a new IRS Form W-9 in connection with this Letter of Transmittal. If you need a copy of the IRS Form W-9, you may obtain one from the IRS website at www.irs.gov or by contacting the Paying Agent at the address and telephone number set forth below.
Failure to provide a properly completed IRS Form W-9 may result in backup withholding at a rate of 24% on the Per Share Merger Consideration payable to you. See Section 9 above for additional information.
Exhibit B: IRS Form W-8BEN / W-8BEN-E
EXHIBIT B
IRS Form W-8BEN (Individuals) / IRS Form W-8BEN-E (Entities)
[Attach applicable IRS Form W-8BEN (for non-U.S. individuals) or IRS Form W-8BEN-E (for non-U.S. entities)]
Instructions to Non-U.S. Holders: Each Non-U.S. Holder (as defined in Section 9.2 above) must complete, sign, and return the applicable IRS Form W-8 with this Letter of Transmittal. Copies of the current IRS Form W-8BEN and IRS Form W-8BEN-E are attached hereto for your convenience.
Depending on the Non-U.S. Holder's particular circumstances, other IRS Form W-8 variants may be required in lieu of or in addition to the forms attached hereto, including:
• IRS Form W-8ECI — for holders whose income is effectively connected with a U.S. trade or business;
• IRS Form W-8EXP — for foreign governments, international organizations, foreign central banks of issue, foreign tax-exempt organizations, and foreign private foundations; and
• IRS Form W-8IMY — for intermediaries, qualified intermediaries, withholding foreign partnerships, withholding foreign trusts, and non-withholding foreign partnerships and trusts receiving the Per Share Merger Consideration on behalf of beneficial owners.
If you are uncertain which IRS Form W-8 is applicable to your situation, please consult your own tax advisor or contact the Paying Agent at the address and telephone number set forth below for assistance.