DiaSorin S.p.A. (BIT:DIA) signed a definitive merger agreement to acquire Luminex Corporation (NasdaqGS:LMNX) from BlackRock, Inc. (NYSE:BLK), Biomedical Advanced Research And Development Authority, The Vanguard Group, Inc., RGM Capital, LLC and others for $1.8 billion on April 11, 2021. Under the terms of agreement, DiaSorin will pay $37 per share to Luminex shareholders. The transaction will be funded through a mix of cash and external financing in form of debt. DiaSorin signed today a senior facilities agreement with a syndicate of banks consisting of BNP Paribas, Citi, Mediobanca and UniCredit providing for a term loan of $1.1 billion due on 2026 and a bridge loan of $500 million due within 12 months. Upon termination of the agreement under specified circumstances, Luminex will be required to pay DiaSorin a termination fee of approximately $59.22 million. Combined entity leverage of the transaction is estimated to be approximately 2.5x and is expected to quickly decrease driven by cash generation of the combined entity.

The transaction is subject to Luminex shareholder approval and to other customary closing conditions, including expiration or termination of the required waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, receipt of antitrust approval in Germany and CFIUS regulatory requirements. The Board of Directors of both DiaSorin and Luminex unanimously approved the transaction. The meeting to obtain Luminex shareholders' approval will be held on June 21, 2021. The waiting period under the HSR Act expired on May 24, 2021. As of June 11, 2021, Luminex's Board has recommended that its stockholders vote "FOR" the merger proposal. On June 21, 2021, the transaction was approved by the shareholders of Luminex Corporation which held a special meeting of its stockholders. As of July 8, 2021, the transaction received approval from Committee on Foreign Investment in the United States along with this the parties have received all required approvals necessary to complete the Merger. The transaction is expected to close within the third quarter of 2021. As of July, 8, 2021, the expected closing of the transaction will occur on or about July 14, 2021. The transaction will be immediately accretive to DiaSorin's earnings per share following closing of the transaction and will generate an attractive return on invested capital profile.

Morgan Stanley & Co. International plc, Citigroup Global Markets Europe AG and Citigroup Global Markets Europe AG acted as financial advisors, Robert I. Townsend and Damien R. Zoubek of Cravath, Swaine & Moore LLP and Carlo Re, Marcello Magro and Giulia Etzi Alcayde of Pedersoli e Associati acted as legal advisors to DiaSorin. Perella Weinberg Partners LP acted as financial advisor and fairness opinion provider and John J. Gilluly of DLA Piper LLP (US) acted as legal advisor to Luminex. Mediobanca Banca di Credito Finanziario S.p.A. (BIT:MB) provided a fairness opinion to the board of directors of DiaSorin. Citibank., N.A., London Branch acted as a bookrunner and mandated lead arranger for the $1.6 billion fully committed senior facilities agreement (SFA). BNP Paribas, Italian Branch, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit S.p.A. are also bookrunners and Mandated Lead Arrangers under the SFA; Mediobanca - Banca di Credito Finanziario S.p.A. is agent for the SFA. In connection with the SFA, Cravath Swaine & Moore LLP, Pedersoli Studio Legale and Slaughter and May have acted as legal advisors to DiaSorin and Charles Adams, Ferdinando Poscio, Andrew Young, Carlo Galli and Avrohom Gelber of Clifford Chance acted as legal advisor to the lenders. Slaughter and May acted as legal advisor to DiaSorin S.P.A. Computershare Trust Company, N.A. acted as transfer agent to Luminex. Okapi Partners LLC acted as information agent to Luminex and will receive a fee of $9,500 for its services. Perella Weinberg Partners LP will receive a fee of $2 million upon the rendering of opinion and an additional fee currently estimated to be approximately $27.7 million.

DiaSorin S.p.A. (BIT:DIA) completed the acquisition of Luminex Corporation (NasdaqGS:LMNX) from BlackRock, Inc. (NYSE:BLK), Biomedical Advanced Research And Development Authority, The Vanguard Group, Inc., RGM Capital, LLC and others on July 14, 2021. In connection with the Bond Offering and as permitted by the Merger Agreement, DiaSorin canceled the $500 million of bridge loan commitments under the Senior Facilities Agreement. Of the $1.1 billion available under the term loan facility, DiaSorin Inc. has drawn $1 billion and canceled the remaining $0.1 billion. Effective upon completion of the Merger, the following persons became directors of Luminex: Nachum “Homi” Shamir, John Gerace, Piergiorgio Pedron, Kay Williams and Andrea Giubboni. As a result of the Merger, Stephen L. Eck, Thomas W. Erickson, Jim D. Kever, Dijuana K. Lewis, Kevin M. McNamara, Edward A. Ogunro and Kenneth Samet ceased to be directors of Luminex. Following the Merger, Harriss T. Currie, Richard W. Rew II, Todd C. Bennett and Randall J. Myers ceased to be officers of Luminex. In addition, the following persons were appointed as officers of Luminex: Nachum “Homi” Shamir – President, John Hoffarth – Treasurer and Kay Williams – Secretary.