SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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The following was shared with certain customer service representatives.
Luminex and DiaSorin
Questions and Answers for customer service representatives
Who is DiaSorin? A global leader in the laboratory diagnostics market, specializing in the immunodiagnostics and molecular diagnostics segments. For more than 50 years, they have been dealing with diagnostics to help physicians and patients make better decisions in their most important moments. They are a multinational company operating across 5 continents with headquarters in Saluggia, Italy and additional offices in Germany, the U.K., California and Minnesota in the United States. They have a presence in 120 countries and have around 2,000 employees worldwide.
Why is Luminex interested in joining DiaSorin? DiaSorin is a company we know well from our many years in the MDx space. We believe that our products are a good strategic fit for their organization and that this will be a great new home for our team to introduce more solutions to a broader base. We believe that by combining the strength and employees of both of our companies, we will be stronger together and that this opportunity is a testament to our outstanding team. We are also excited about the opportunities this transaction will create for the patients and markets that we serve. Improving clinical outcomes and simplifying complex workflows remains at the forefront of what we do at Luminex, and with DiaSorins commitment to value-based point-of-care products, we are confident that customers of both companies will benefit.
What happens next/when do you expect to close? At this time, we have signed a definitive merger agreement where Luminex would become a subsidiary of DiaSorin. Closing on this agreement is subject to certain customary closing conditions, including regulatory approvals and the approval of our shareholders. We expect to close in the 3rd quarter of 2021.
What will happen to my agreement with Luminex? The acquisition was structured as a reverse triangular merger, with Luminex Corporation surviving as a wholly-owned subsidiary of DiaSorin. Given that your agreement is with Luminex or one of our subsidiaries, this transaction should not affect your contract terms.
What else can you tell me? At this time, it is too early to provide further details, but we will continue to support and serve our customers as we always have and will keep constituents apprised as we progress towards closing.
This communication, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the
safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Companys expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words believes, anticipates, plans, expects, intends, forecasts, should, estimates, contemplate, future, goal, potential, predict, project, projection, may, will, could, should, would, assuming and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Companys future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Companys business and the price of the common stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of the Company and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the risk that the definitive merger agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) risks regarding the failure to obtain the necessary financing to complete the merger, (vi) the effect of the announcement or pendency of the transaction on the Companys business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting managements attention from the Companys ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company related to the merger agreement or the transaction. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Companys SEC reports, including but not limited to the risks described in the Companys Annual Report on Form 10-K for its fiscal year ended December 31, 2020. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.
Additional Information and Where to Find It
In connection with the merger, the Company intends to file relevant materials with the Securities and Exchange Commission (the SEC), including a proxy statement on Schedule 14A. Promptly after filing its definitive proxy statement with the SEC, the Company will mail the definitive proxy statement and a proxy card to each stockholder entitled to vote at the special meeting relating to the merger. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The definitive proxy statement, the preliminary proxy statement and other relevant materials in connection with the merger (when they become available), and any
other documents filed by the Company with the SEC, may be obtained free of charge at the SECs website (http://www.sec.gov) or at the Companys website luminexcorp.com or by writing to the Companys Secretary at 12212 Technology Blvd., Austin, Texas 78727.
Participants in the Solicitation
The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Companys stockholders with respect to the merger. Information about the Companys directors and executive officers and their ownership of the Companys common stock is set forth in the proxy statement on Schedule 14A filed with the SEC on March 31, 2021 and the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2020. To the extent that such individuals holdings of the Companys common stock have changed since the amounts printed in the Companys proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the merger, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the merger.