UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ARDENT APEX MERGER SUB INC.
IN LIEU OF A SPECIAL MEETING
Adopted as of March 24, 2025
Pursuant to Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), the undersigned, being all of the members of the Board of Directors (the "Board") of Ardent Apex Merger Sub Inc., a Delaware corporation (the "Company" or "Merger Sub"), hereby consent to and adopt the following resolutions, effective as of the date set forth above, without the necessity of a formal meeting, notice, or vote, and direct that this consent be filed with the minutes of the proceedings of the Board.
The Company was incorporated in the State of Delaware on March 7, 2025, and maintains its registered agent as National Registered Agents of Delaware, Inc., located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. The Company's employer identification number assigned by the Internal Revenue Service is 93-2178502. The sole stockholder of the Company is Ardent Apex Holdings Inc. ("Parent" or "Apex Holdings"), a Delaware corporation (EIN: 93-2178435), which was incorporated in the State of Delaware on March 5, 2025. Parent is itself a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership.
RECITALS
WHEREAS, the Board has reviewed the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., a Delaware corporation ("Parent"), Ardent Apex Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (the "Company" or "Merger Sub"), and Luminex Systems Holdings Inc., a Delaware corporation (the "Target" or the "Company Target"). Luminex Systems Holdings Inc. was incorporated in the State of Delaware on June 14, 2021, and maintains its registered agent as Capitol Corporate Services, Inc., located at 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901. The Target's employer identification number is 86-2547193, and its principal executive offices are located at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191;
WHEREAS, pursuant to the Merger Agreement and in accordance with the applicable provisions of the DGCL, the Company will merge with and into the Target (the "Merger"), with the Target surviving the Merger as a wholly owned subsidiary of Parent (the "Surviving Corporation"). The transaction is structured as a reverse triangular merger under Delaware law, pursuant to which the separate corporate existence of the Company shall cease and the Target shall continue as the Surviving Corporation. The Merger constitutes a change of control of the Target;
WHEREAS, in the Merger, each outstanding share of common stock, par value $0.001 per share, of the Target (other than (i) shares held in the treasury of the Target, (ii) shares owned by Parent, Merger Sub, or any direct or indirect wholly owned subsidiary of Parent, and (iii) shares held by stockholders who have properly exercised and perfected their appraisal rights under Section 262 of the DGCL and have not withdrawn or otherwise lost such rights ("Dissenting Shares")) will be converted into the right to receive Twenty Dollars ($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 Target implied by the Per-Share Merger Consideration is Two Billion Eight Hundred Million Dollars ($2,800,000,000) on a fully diluted basis, based on approximately 140,000,000 fully diluted shares of common stock of the Target outstanding as of the date of the Merger Agreement. In addition, certain management holders of the Target will contribute a portion of their equity in the Target to Parent in exchange for equity interests in Parent pursuant to the terms of rollover agreements entered into in connection with the Merger Agreement, representing an aggregate management rollover of approximately Four Hundred Five Million Twenty Thousand Dollars ($405,020,000);
WHEREAS, the transactions contemplated by the Merger Agreement will be financed in part through the following sources:
(i) a senior secured credit facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000), consisting of (A) a term loan B facility in an aggregate principal amount of One Billion Two Hundred Million Dollars ($1,200,000,000) (the "Term Loan B") and (B) a revolving credit facility in an aggregate principal amount of Two Hundred Million Dollars ($200,000,000) (the "Revolving Credit Facility"), in each case pursuant to a commitment letter dated March 8, 2025 (Reference No. SC-2025-0312-AC), from Stonebridge Credit Partners LLC, as lead arranger and administrative agent, with Birchwood Capital Finance LLC and Ironvale Credit Fund III LP as co-lenders (the "Debt Commitment Letter");
(ii) subordinated notes in an aggregate principal amount of Three Hundred Million Dollars ($300,000,000) to be issued by Parent to Crestline Mezzanine Partners II LP (the "Subordinated Notes");
(iii) equity contributions to Parent from the following sources: (A) Six Hundred Ninety-Five Million Nine Hundred Eighty Thousand Dollars ($695,980,000) from Ardent Capital Partners III LP, (B) Two Hundred Million Dollars ($200,000,000) from Northvale Sovereign Holdings Ltd., and (C) One Hundred Million Dollars ($100,000,000) from Summit Ridge Capital Partners LP (collectively, the "Equity Financing"); and
(iv) management rollover equity as described above;
WHEREAS, in connection with the Merger, the parties will enter into or deliver various ancillary agreements and documents, including but not limited to: (a) an Escrow Agreement (the "Escrow Agreement") with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) in escrow for a period of eighteen (18) months following the closing of the Merger (account reference: CFT-ESC-2025-7894); (b) a Paying Agent Agreement (the "Paying Agent Agreement") with Atlas Shareholder Services Inc., as paying agent and exchange agent; (c) the Certificate of Merger (the "Certificate of Merger") to be filed with the Secretary of State of the State of Delaware; and (d) the Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws of the Surviving Corporation (collectively with the other agreements, instruments, certificates, and documents to be entered into or delivered in connection with the Merger Agreement, the "Ancillary Agreements");
WHEREAS, the Board has determined, after due consideration and review of the Merger Agreement, including the terms and conditions of the Merger, the consideration to be received by the stockholders of the Target, the financing arrangements for the transactions, and such other matters as the Board has deemed relevant, that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of the Company and its sole stockholder, Parent; and
WHEREAS, the Company has been represented in connection with the negotiation, execution, and delivery of the Merger Agreement and the transactions contemplated thereby by Calderwood & Harkness LLP, with James Prentice serving as the responsible partner, Ryan Kowalski serving as lead associate, and the matter designated as Matter No. 1001-00004.
NOW, THEREFORE, BE IT:
RESOLUTIONS
1. Approval of the Merger Agreement
RESOLVED, that the Agreement and Plan of Merger, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc. ("Parent"), Ardent Apex Merger Sub Inc. (the "Company"), and Luminex Systems Holdings Inc. (the "Target"), substantially in the form presented to and reviewed by the Board (with such changes therein as the officers of the Company executing the same shall approve, such approval to be conclusively evidenced by their execution and delivery thereof), and all of the transactions contemplated thereby, including without limitation the Merger and the payment of the Per-Share Merger Consideration, be, and hereby are, approved, adopted, and declared advisable in all respects, and that the execution and delivery of the Merger Agreement by the Company, and the performance by the Company of its obligations thereunder, be, and hereby are, authorized and approved in all respects.
2. Authorization to Execute and Deliver the Merger Agreement
RESOLVED, that the officers of the Company be, and each of them hereby is, individually and collectively, authorized, empowered, and directed, in the name and on behalf of the Company, to execute and deliver the Merger Agreement and any and all amendments, supplements, waivers, consents, modifications, or restatements thereto or thereof, with such changes, additions, deletions, or modifications therein as the officer or officers executing the same may approve (such approval to be conclusively evidenced by such officer's or officers' execution and delivery thereof), and to perform and comply with all obligations of the Company under the Merger Agreement, in each case as such officer or officers shall deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions.
3. Approval of the Merger
RESOLVED, that the merger of the Company with and into Luminex Systems Holdings Inc. in accordance with the terms and conditions of the Merger Agreement and Section 251 of the DGCL, with Luminex Systems Holdings Inc. as the Surviving Corporation, be, and hereby is, approved and adopted in all respects. Without limiting the generality of the foregoing, the Board hereby approves the conversion of each outstanding share of common stock of the Target (other than (i) shares held in the treasury of the Target, (ii) shares owned by Parent, the Company, or any direct or indirect wholly owned subsidiary of Parent, and (iii) Dissenting Shares) into the right to receive the Per-Share Merger Consideration of Twenty Dollars ($20.00) per share in cash, without interest and subject to any applicable withholding taxes, representing an aggregate equity value of Two Billion Eight Hundred Million Dollars ($2,800,000,000) on a fully diluted basis, and the cessation of the separate corporate existence of the Company at the Effective Time of the Merger as provided in the Merger Agreement and the DGCL.
4. Approval of the Certificate of Merger
RESOLVED, that the Certificate of Merger, substantially in the form presented to and reviewed by the Board, to be filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL, be, and hereby is, approved in all respects, and that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to execute and file (or cause to be filed) the Certificate of Merger with the Secretary of State of the State of Delaware at such time as the officers of the Company shall deem appropriate in accordance with the terms of the Merger Agreement and the DGCL, with such changes, additions, or modifications therein as the officer or officers executing and filing the same may approve (such approval to be conclusively evidenced by such officer's or officers' execution and filing thereof).
5. Recommendation to Sole Stockholder
RESOLVED, that the Board hereby recommends that the sole stockholder of the Company, Ardent Apex Holdings Inc., approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger, and that the officers of the Company be, and each of them hereby is, authorized and directed to solicit or otherwise obtain such stockholder approval, including by written consent in lieu of a meeting of stockholders pursuant to Section 228 of the DGCL, and to take any and all actions necessary, advisable, or appropriate to obtain such stockholder approval as promptly as practicable following the date hereof.
6. Approval of Ancillary Agreements and Documents
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, in the name and on behalf of the Company, each of the following Ancillary Agreements and documents contemplated by or entered into in connection with the Merger Agreement, in each case with such terms and conditions as the officer or officers executing and delivering the same shall approve (such approval to be conclusively evidenced by such officer's or officers' execution and delivery thereof):
(a) the Escrow Agreement among Parent, the stockholder representatives of the Target, and Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) into escrow for a period of eighteen (18) months following the closing of the Merger (account reference: CFT-ESC-2025-7894), substantially in the form presented to the Board;
(b) the Paying Agent Agreement among Parent, the Surviving Corporation, and Atlas Shareholder Services Inc., as paying agent and exchange agent, substantially in the form presented to the Board;
(c) the Certificate of Merger for filing with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL;
(d) the Amended and Restated Certificate of Incorporation of the Surviving Corporation, to become effective at the Effective Time of the Merger, substantially in the form attached as an exhibit to the Merger Agreement;
(e) the Amended and Restated Bylaws of the Surviving Corporation, to become effective at the Effective Time of the Merger, substantially in the form attached as an exhibit to the Merger Agreement;
(f) any and all letters of transmittal, exchange forms, election forms, or related documents required in connection with the payment of the Per-Share Merger Consideration to the stockholders of the Target;
(g) any officer's certificates, secretary's certificates, or similar instruments required to be delivered by or on behalf of the Company at or prior to the closing of the Merger pursuant to the Merger Agreement; and
(h) such other agreements, instruments, certificates, and documents as may be required or contemplated by the Merger Agreement, or as the officers of the Company may deem necessary, advisable, or appropriate in connection with the consummation of the Merger and the other transactions contemplated by the Merger Agreement.
7. Approval of Regulatory Filings
RESOLVED, that the officers of the Company be, and each of them hereby is, authorized, empowered, and directed to prepare, execute, and file (or cause to be prepared, executed, and filed) any and all applications, notifications, filings, registrations, declarations, submissions, or reports with any governmental or regulatory authority, whether domestic or foreign, that are required or advisable in connection with the Merger and the other transactions contemplated by the Merger Agreement, including without limitation:
(a) the premerger notification and report form required to be filed under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder (HSR Transaction No. HSR-20250328-4192; filed March 28, 2025; filing fee: $2,390,000), and any supplemental filings, responses to requests for additional information, or other submissions in connection therewith;
(b) the voluntary joint notice to the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended, and the regulations promulgated thereunder (CFIUS Tracking No. CFIUS-2025-0087; filed April 4, 2025), and any supplemental filings, responses to requests for information, or other submissions in connection therewith;
(c) any filings, notifications, or submissions required or advisable with the Swiss Financial Market Supervisory Authority ("FINMA"), the Swiss State Secretariat for Economic Affairs ("SECO"), and the Swiss Competition Commission ("COMCO") (File No. 32-0973), and any supplemental filings or other submissions in connection therewith;
(d) the notification required to be filed with the German Federal Cartel Office (Bundeskartellamt) (File No. B6-34/25), and any supplemental filings or other submissions in connection therewith;
(e) the notification required under the Regulation (EU) 2022/2560 of the European Parliament and of the Council on foreign subsidies distorting the internal market (the "EU Foreign Subsidies Regulation") (Case No. FSR.M.2025-0412), and any supplemental filings or other submissions in connection therewith; and
(f) any other regulatory filings, notifications, approvals, clearances, consents, or authorizations as may be required or advisable under applicable law in any jurisdiction in connection with the Merger and the other transactions contemplated by the Merger Agreement.
8. Authorization of Officers
RESOLVED, that each of the officers of the Company be, and each of them hereby is, authorized, empowered, and directed (acting singly or together with one or more other officers of the Company), in the name and on behalf of the Company, to take or cause to be taken any and all actions, and to negotiate, prepare, execute, deliver, acknowledge, verify, and perform (or cause to be negotiated, prepared, executed, delivered, acknowledged, verified, and performed) any and all agreements, instruments, certificates, affidavits, documents, filings, and communications, and to pay or cause to be paid all fees, costs, expenses, taxes, and other charges, in each case as such officer or officers may in his, her, or their sole discretion deem necessary, advisable, or appropriate in order to carry out the intent and accomplish the purposes of the foregoing resolutions and to consummate the Merger and the other transactions contemplated by the Merger Agreement. The execution and delivery of any such agreement, instrument, certificate, document, or filing, the taking of any such action, and the payment of any such fee, cost, expense, tax, or other charge by any officer or officers of the Company shall be conclusive evidence of such officer's or officers' determination that such action, agreement, instrument, certificate, document, filing, or payment is necessary, advisable, or appropriate and of such officer's or officers' approval thereof.
9. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, in each case acting in his or her capacity as such, in connection with the matters set forth in and contemplated by the foregoing resolutions, including without limitation any actions taken in connection with the negotiation, preparation, and review of the Merger Agreement and the Ancillary Agreements, the engagement of legal counsel and other advisors, and the preparation and filing of any regulatory filings, be, and hereby are, in all respects ratified, confirmed, approved, and adopted as the acts and deeds of the Company.
10. General Authority
RESOLVED, that the foregoing resolutions shall not be deemed to limit in any respect the authority, powers, or rights heretofore or hereafter granted to or vested in any officer or director of the Company by the Certificate of Incorporation of the Company, the Bylaws of the Company, any resolution of the Board, or applicable law, and that such authority, powers, and rights shall continue in full force and effect.
EFFECTIVENESS AND FILING
This Unanimous Written Consent of the Board of Directors (this "Written Consent") shall be effective as of March 24, 2025. In accordance with Section 141(f) of the DGCL, this Written Consent may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Written Consent by facsimile transmission, by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document shall have the same effect as delivery of a manually executed counterpart hereof.
This Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company. The Secretary of the Company is hereby authorized and directed to file this Written Consent with the minute book of the Company and to maintain this Written Consent as part of the permanent corporate records of the Company.
[Remainder of page intentionally left blank; signature page follows.]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF ARDENT APEX MERGER SUB INC.
IN WITNESS WHEREOF, the undersigned, being all of the members of the Board of Directors of Ardent Apex Merger Sub Inc., have executed this Unanimous Written Consent as of the date first set forth above, effective as of March 24, 2025.
________________________________________
Victoria R. Aldridge, Director
Dated: March 24, 2025
________________________________________
Thomas J. Hargrove, Director
Dated: March 24, 2025
________________________________________
Kenneth M. Strickland, Director
Dated: March 24, 2025
Filed with the minute book of Ardent Apex Merger Sub Inc. on March 24, 2025.
Calderwood & Harkness LLP — Matter No. 1001-00004