WRITTEN CONSENT OF THE SOLE STOCKHOLDER
OF
ARDENT APEX MERGER SUB INC.
IN LIEU OF A SPECIAL MEETING
ACTION BY WRITTEN CONSENT IN LIEU OF A SPECIAL MEETING OF STOCKHOLDERS Pursuant to Section 228 of the Delaware General Corporation Law
Dated as of March 24, 2025
The undersigned, Ardent Apex Holdings Inc., a Delaware corporation ("Apex Holdings" or the "Sole Stockholder"), being the sole stockholder of Ardent Apex Merger Sub Inc., a Delaware corporation (the "Company" or "Merger Sub"), hereby takes the following actions by written consent in lieu of a special meeting of stockholders, effective as of March 24, 2025, pursuant to Section 228 of the Delaware General Corporation Law (the "DGCL") and the Certificate of Incorporation and Bylaws of Merger Sub.
RECITALS
A. Merger Sub is a Delaware corporation incorporated on March 7, 2025 with the Secretary of State of the State of Delaware, having its registered agent at National Registered Agents of Delaware, Inc., 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and assigned Employer Identification Number 93-2178502. Merger Sub has not conducted any business or activities other than those incident to its formation and the execution and performance of the Merger Agreement (as defined below) and the transactions contemplated thereby.
B. Apex Holdings is a Delaware corporation incorporated on March 5, 2025 with the Secretary of State of the State of Delaware, assigned Employer Identification Number 93-2178435, and is a wholly owned subsidiary of Ardent Capital Partners III LP, a Delaware limited partnership ("Ardent Capital"). Apex Holdings holds one hundred percent (100%) of the issued and outstanding shares of capital stock of Merger Sub, consisting of 1,000 shares of common stock, par value $0.01 per share, and is the sole record and beneficial holder thereof. No other shares of capital stock of Merger Sub are issued or outstanding, and no other person or entity holds any equity interest in, or right to acquire any equity interest in, Merger Sub.
C. Apex Holdings, Merger Sub, and Luminex Systems Holdings Inc., a Delaware corporation incorporated on June 14, 2021, with its principal executive offices at 2100 Reston Gateway Drive, Suite 800, Reston, Virginia 20191, and its registered agent at Capitol Corporate Services, Inc., 1675 South Ashbury Asset Advisors, Suite B, Dover, Delaware 19901 ("Luminex Holdings" or the "Target"), have entered into that certain Agreement and Plan of Merger, dated as of March 24, 2025 (as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms, the "Merger Agreement"), pursuant to which, among other things, Merger Sub will merge with and into Luminex Holdings (the "Merger"), with Luminex Holdings continuing as the surviving corporation and a wholly owned subsidiary of Apex Holdings, in accordance with the applicable provisions of the DGCL.
D. The Merger is structured as a reverse triangular merger under Section 251 of the DGCL. Under the terms of the Merger Agreement, the stockholders of Luminex Holdings (other than management rollover participants with respect to their rollover shares, dissenting stockholders, and holders of shares held in treasury or owned by Apex Holdings, Merger Sub, or any of their respective subsidiaries) will be entitled to receive aggregate merger consideration of Two Billion Eight Hundred Million Dollars ($2,800,000,000), representing Twenty Dollars ($20.00) per share in cash, without interest, for each of the 140,000,000 fully diluted shares of Luminex Holdings common stock outstanding immediately prior to the effective time of the Merger. Merger Sub was formed exclusively to effect the Merger and has conducted no business or activities other than those incident to its formation, the execution and performance of the Merger Agreement, and the transactions contemplated thereby.
E. The Board of Directors of Merger Sub has, by separate unanimous written consent of the Board of Directors dated as of March 24, 2025 (the "Board Consent"), (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, fair to, and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted the Merger Agreement and approved the Merger and the other transactions contemplated by the Merger Agreement, and (iii) recommended that the sole stockholder of Merger Sub approve and adopt the Merger Agreement and approve the Merger and the other transactions contemplated by the Merger Agreement.
F. Section 228(a) of the DGCL provides that, unless otherwise provided in a corporation's certificate of incorporation, any action required or permitted to be taken at any annual or special meeting of stockholders of a corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares of stock entitled to vote thereon were present and voted.
G. The Certificate of Incorporation of Merger Sub does not prohibit or restrict the ability of its stockholders to act by written consent in lieu of a meeting. Accordingly, Apex Holdings, as the holder of 100% of the issued and outstanding capital stock of Merger Sub, is entitled to take the actions set forth herein by written consent without a meeting, without prior notice, and without a vote, and such written consent is sufficient to authorize and approve the actions set forth herein.
H. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement.
RESOLUTIONS
NOW, THEREFORE, BE IT:
1. Approval and Adoption of the Merger Agreement
RESOLVED, that the Sole Stockholder hereby approves and adopts the Merger Agreement, dated as of March 24, 2025, by and among Ardent Apex Holdings Inc., Ardent Apex Merger Sub Inc., and Luminex Systems Holdings Inc., in substantially the form presented to the Sole Stockholder (a copy of which has been made available to, and reviewed by, the Sole Stockholder), together with all exhibits, schedules, annexes, and disclosure letters thereto, and that the execution and delivery of the Merger Agreement by Merger Sub, and the performance by Merger Sub of its obligations thereunder, are hereby approved, ratified, and confirmed in all respects.
2. Approval of the Merger
RESOLVED, that the Sole Stockholder hereby approves the merger of Merger Sub with and into Luminex Systems Holdings Inc. in accordance with the terms and conditions of the Merger Agreement and the applicable provisions of the DGCL, including without limitation Section 251 thereof, with Luminex Systems Holdings Inc. surviving the Merger as a wholly owned subsidiary of Ardent Apex Holdings Inc. (the "Surviving Corporation"), and that the Certificate of Incorporation of the Surviving Corporation and the Bylaws of the Surviving Corporation shall be as set forth in, and determined in accordance with, the Merger Agreement.
3. Approval of the Transactions Contemplated by the Merger Agreement
RESOLVED, that the Sole Stockholder hereby approves the consummation of each of the transactions contemplated by the Merger Agreement and the taking of all actions required or contemplated thereby or necessary, appropriate, or advisable to give effect thereto, including without limitation:
(a) the payment of aggregate merger consideration of Two Billion Eight Hundred Million Dollars ($2,800,000,000), representing Twenty Dollars ($20.00) per share in cash, without interest, to the holders of shares of common stock of Luminex Holdings (other than management rollover participants with respect to their rollover shares, dissenting stockholders, and holders of shares held in treasury or owned by Apex Holdings, Merger Sub, or any of their respective subsidiaries) in accordance with the terms and conditions of the Merger Agreement;
(b) the filing of a Certificate of Merger with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL and the terms and conditions of the Merger Agreement, and the taking of all actions necessary to cause the Merger to become effective at the time specified therein;
(c) the entry into an Escrow Agreement with Continental Fiduciary Trust Company, as escrow agent, providing for the deposit of One Hundred Forty Million Dollars ($140,000,000) (representing five percent (5%) of the aggregate merger consideration) into escrow for a period of eighteen (18) months following the closing of the Merger, on the terms and conditions set forth in the Merger Agreement and the form of Escrow Agreement attached as an exhibit thereto;
(d) the entry into a Paying Agent Agreement with Atlas Shareholder Services Inc., as paying agent, on the terms and conditions set forth in the Merger Agreement and the form of Paying Agent Agreement attached as an exhibit thereto, to facilitate the exchange of shares of Luminex Holdings common stock for the per-share merger consideration;
(e) the entry into all other ancillary agreements, certificates, instruments, and documents contemplated by, or required in connection with, the Merger Agreement and the consummation of the Merger and the other transactions contemplated thereby, including without limitation any amendments, supplements, joinders, or modifications thereto; and
(f) the taking of all other actions necessary, appropriate, or advisable to consummate the Merger and the other transactions contemplated by the Merger Agreement.
4. Authorization of Officers to Execute and Deliver Documents
RESOLVED, that the officers and directors of Merger Sub, and each of them acting individually (each, an "Authorized Person"), are hereby authorized and directed, in the name and on behalf of Merger Sub, to execute, deliver, and file (or cause to be executed, delivered, and filed) the Merger Agreement, the Certificate of Merger, and any and all other agreements, certificates, instruments, filings, documents, and papers as may be necessary, appropriate, or advisable to carry out the purposes and intent of the foregoing resolutions and to consummate the Merger and the other transactions contemplated by the Merger Agreement, including without limitation:
(a) the Certificate of Merger, in the form required by Section 251(c) of the DGCL, for filing with the Secretary of State of the State of Delaware;
(b) any amendments, supplements, modifications, restatements, or waivers to the Merger Agreement as may be approved by the Authorized Persons executing the same, with such approval being conclusively evidenced by such execution and delivery, provided that no such amendment, supplement, modification, restatement, or waiver shall be inconsistent with the resolutions set forth herein or require further stockholder approval under the DGCL;
(c) the Escrow Agreement, the Paying Agent Agreement, and all other ancillary agreements, certificates, instruments, and documents contemplated by or required in connection with the Merger Agreement;
(d) any certificates, filings, notices, or other documents required to be filed with, or delivered to, the Secretary of State of the State of Delaware, or any other governmental authority, under the DGCL or any other applicable federal, state, local, or foreign law, rule, or regulation, in connection with the Merger and the other transactions contemplated by the Merger Agreement; and
(e) any other agreements, certificates, instruments, filings, or documents as any Authorized Person may determine to be necessary, appropriate, or advisable in connection with the Merger and the other transactions contemplated by the Merger Agreement, such determination to be conclusively evidenced by the execution and delivery thereof by such Authorized Person.
5. Ratification of Prior Actions
RESOLVED, that all actions heretofore taken by the officers, directors, authorized agents, and authorized representatives of Merger Sub in connection with the Merger Agreement and the transactions contemplated thereby, including without limitation the incorporation of Merger Sub on March 7, 2025, the adoption of the Certificate of Incorporation and Bylaws of Merger Sub, the issuance of the initial shares of capital stock of Merger Sub to Apex Holdings, all actions taken in connection with the negotiation, preparation, execution, and delivery of the Merger Agreement and the ancillary agreements and documents contemplated thereby, and all actions taken in connection with any filings, notices, or applications made with any governmental authority in connection therewith, are hereby ratified, confirmed, approved, and adopted in all respects as the acts and deeds of Merger Sub.
6. General Authorization
RESOLVED, that the officers of Merger Sub, and each of them acting individually, are hereby authorized, empowered, and directed to take any and all such further actions, to execute and deliver any and all such further agreements, documents, instruments, and certificates, and to pay all such fees, costs, and expenses (including, without limitation, filing fees, regulatory fees, transfer taxes, and professional fees), in each case in the name and on behalf of Merger Sub, as any such officer may deem necessary, appropriate, or advisable in order to fully carry out the intent and accomplish the purposes of the foregoing resolutions, and the execution and delivery of any such document or the taking of any such action shall be conclusive evidence of such officer's determination that such document or action is necessary, appropriate, or advisable for such purposes, and the authority granted by these resolutions shall be deemed retroactive and any acts of such officers consistent with the authority conferred hereby that were taken prior to the adoption of these resolutions are hereby ratified, confirmed, and approved in all respects.
EFFECTIVENESS; NO MEETING REQUIRED
This Written Consent shall be effective as of the date first written above, March 24, 2025, and shall have the same force and effect as a vote taken at a duly convened special meeting of the stockholders of Merger Sub at which a quorum was present.
This Written Consent may be executed in one or more counterparts (including by means of facsimile or electronic transmission in portable document format (.pdf) or similar format), each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Signatures delivered by facsimile or electronic transmission shall be deemed to be original signatures for all purposes.
Pursuant to Section 228(e) of the DGCL, prompt notice of the taking of corporate action by written consent without a meeting shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for notice of such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the corporation. Because Apex Holdings is the sole stockholder of Merger Sub, holding 100% of the issued and outstanding shares of capital stock of Merger Sub entitled to vote, no other stockholders exist to whom such notice is required to be given, and accordingly no such notice is necessary.
This Written Consent shall be filed with the minutes of the proceedings of the stockholders of Merger Sub and shall be maintained at the principal office of Merger Sub or at such other place as the Secretary of Merger Sub may designate.
[Signature Page Follows]
IN WITNESS WHEREOF, the undersigned Sole Stockholder has executed this Written Consent of the Sole Stockholder of Ardent Apex Merger Sub Inc. in Lieu of a Special Meeting, effective as of the date first written above.
ARDENT APEX HOLDINGS INC. as Sole Stockholder of Ardent Apex Merger Sub Inc.
By: ________
Name: Marcus J. Thornton
Title: President and Chief Executive Officer
Date: March 24, 2025