Luminex (LMNX) PREM14APreliminary proxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☒                             Filed by a Party other than the Registrant  ☐

Check the appropriate box:

LUMINEX CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

[●], 2021

Dear Stockholder:

We cordially invite you to attend a special meeting (the “Special Meeting”) of stockholders of Luminex Corporation (the “Company” or “we”), to be held on [●], 2021 at [●], local time, at 12212 Technology Boulevard, Austin, Texas 78727.

At the Special Meeting you will be asked to consider and vote upon a proposal (the “Merger Proposal”) to adopt the Agreement and Plan of Merger, dated as of April 11, 2021 (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), by and among the Company, DiaSorin S.p.A., a società per azioni organized under the laws of the Republic of Italy (“Parent”) and Diagonal Subsidiary Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent (“Merger Sub”) and approve the Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent.

You will also be asked to consider and vote upon a proposal (the “Adjournment Proposal”) to adjourn the Special Meeting, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to the proxy statement accompanying this notice is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal.

You also will be asked to consider and vote upon a proposal (the “Compensation Proposal”) to approve, by non-binding, advisory vote, the compensation that will or may be paid or become payable to our named executive officers that is based on or otherwise relates to the Merger.

If the Merger is completed, you will be entitled to receive $37.00 in cash, without interest thereon, less any applicable withholding taxes, for each share of our common stock, par value $0.001 per share (“Common Stock”), owned by you (unless you have perfected and not withdrawn your appraisal rights with respect to such shares), which represents a premium of approximately (i) 30.6% to the average closing per share price of our Common Stock for the 30-calendar day period ending April 9, 2021, the last day of trading prior to the public announcement of the execution of the Merger Agreement and (ii) 23.1% to the last closing per share price of our Common Stock on February 24, 2021, the last day of trading prior to the publication of the Bloomberg News article first reporting that Parent was considering an acquisition of the Company.

The Company’s board of directors (the “Board of Directors”) has unanimously (i) determined that the terms of the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the Merger, (iii) resolved to recommend that the Company’s stockholders adopt the Merger Agreement and approve the Merger, and (iv) directed that the Merger Agreement be submitted to the Company’s stockholders for their adoption. Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of our Common Stock entitled to vote thereon.

The Board of Directors recommends that you VOTE:

Your vote is very important. Whether or not you plan to attend the Special Meeting, and regardless of the number of shares of Common Stock you own, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by telephone or the Internet. If you attend the Special Meeting and vote in person, your vote by ballot will revoke any proxy previously submitted.

If your shares of our Common Stock are held in “street name” by your bank, brokerage firm or other nominee, your bank, brokerage firm or other nominee will be unable to vote your shares of our Common Stock without instructions from you. You should instruct your bank, brokerage firm or other nominee to vote your shares of our Common Stock in accordance with the procedures provided by your bank, brokerage firm or other nominee. The failure to vote, or to instruct your bank, brokerage firm or other nominee to vote, your shares of our Common Stock “FOR” approval of the Merger Proposal will have the same effect as voting against.

The accompanying proxy statement provides you with detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its annexes, including the Merger Agreement, carefully. You may also obtain additional information about the Company from documents we have filed with the Securities and Exchange Commission.

Please note that we are actively monitoring the coronavirus (COVID-19) outbreak. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold the Special Meeting in person, we will announce by issuance of a press release alternative arrangements for the meeting as promptly as practicable, which may include holding the Special Meeting solely by means of remote communication. We encourage you to vote your shares prior to the Special Meeting.

If you have any questions or need assistance voting your shares of our Common Stock, please contact our proxy solicitor at:

Okapi Partners LLC

1212 Avenue of the Americas, 24^th Floor

New York, New York 10036

Telephone (Collect): + 1 (212) 297-0720

Telephone (Toll-Free): + 1 (855) 305-0856

Email: info@okapipartners.com

Thank you in advance for your cooperation and continued support.

Sincerely,

Nachum Shamir

Chairman, President and Chief Executive Officer

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger, the Merger Agreement or the transactions contemplated thereby or passed upon the adequacy or accuracy of the disclosure in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

The accompanying proxy statement and a proxy card are first being mailed on or about [●], 2021 to our stockholders as of the close of business on [●], 2021.

LUMINEX CORPORATION

12212 Technology Boulevard

Austin, Texas 78727

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, AND REGARDLESS OF THE NUMBER OF SHARES OF COMMON STOCK YOU OWN, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

[●], 2021

Austin, Texas

TABLE OF CONTENTS

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. Please refer to the “Summary” and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under “Where You Can Find More Information.”

In the event it is not possible or advisable to hold the Special Meeting in person, we will announce by issuance of a press release alternative arrangements for the meeting as promptly as practicable, which may include holding the Special Meeting solely by means of remote communication.

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For a more complete summary of the conditions that must be satisfied or waived prior to the completion of the Merger, see “The Merger Agreement—Conditions to Completion of the Merger” and “The Merger—Regulatory Approvals”.

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For further detail, see “Proposal 3: Advisory Vote on Merger-Related Compensation for the Company’s Named Executive Officers.”

As of close of business on the Record Date, there were [●] outstanding shares of Common Stock.

Abstaining will have the same effect as a vote against the Adjournment Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting or if your shares of Common Stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of Common Stock, your shares of Common Stock will not be voted, but this will not have an effect on the Adjournment Proposal.

Accordingly, abstentions will have the same effect as a vote against the Adjournment Proposal, while broker non-votes and shares not in attendance at the Special Meeting will have no effect on the outcome of any vote to approve the Compensation Proposal.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in “street name,” and your bank, brokerage firm or other nominee is considered the stockholder of record with respect to those shares. In this case, this proxy statement as been forwarded to

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you by your bank, brokerage firm or other nominee. You should follow the instructions provided by them to vote your shares. You are invited to attend the Special Meeting; however, you may not vote these shares in person at the meeting unless you obtain a “legal proxy” from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the meeting.

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Beneficial Owner. If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Adjournment Proposal and “FOR” approval of the Compensation Proposal.

For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Adjournment proposal, but broker non-votes will not have an effect on the proposal.

For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will have the same effect as if you voted against the Compensation Proposal, but broker non-votes will not have an effect on the proposal.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents to which we refer you in this proxy statement, as well as oral statements made or to be made by us, contains forward-looking statements, including statements relating directly or indirectly to the timing or likelihood of completing the Merger, plans for future growth, changes in the business and other business development activities as well as capital expenditures, financing sources and the effects of regulation and competition and all other statements regarding our intent, plans, beliefs or expectations or those of our directors or officers. All statements included or incorporated by reference in this proxy statement, other than statements that are historical facts, are forward-looking statements. The words “believe,” “expect,” “should” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are estimates and projections reflecting management’s reasonable judgment based on currently available information and using numerous assumptions and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. These risks and uncertainties include, but are not limited to, the risks detailed in our filings with the SEC, including our most recent filing on Forms 10-K and 10-Q, factors and matters contained or incorporated by reference in this document, and the following factors:

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The Company believes the forward-looking statements contained herein are reasonable; however, you should not place undue reliance on forward-looking statements, which are based on current expectations and speak only as of the date of this report. Any or all of the Company’s forward-looking statements may turn out to be wrong. They can be affected by inaccurate assumptions or by known or unknown risks, uncertainties and other factors, many of which are beyond the Company’s control.

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PARTIES TO THE MERGER

The Company

Luminex Corporation

12212 Technology Blvd

Austin, Texas 78727

USA

The Company’s mission is to empower labs to obtain reliable, timely, and actionable answers, ultimately advancing health. We offer a wide range of solutions applicable in diverse markets including clinical diagnostics, pharmaceutical drug discovery, biomedical research, genomic and proteomic research, biodefense research, and food safety. We accelerate reliable answers while simplifying complexity and deliver certainty with a seamless experience.

For more information about the Company, please visit our website at www.luminexcorp.com. Our website address is provided as an inactive textual reference only. The information contained on our website is not incorporated into, and does not form a part of, this proxy statement or any other report or document on file with or furnished to the SEC. For more information see “Where You Can Find More Information.”

The Company’s Common Stock is listed on The NASDAQ Global Select Market LLC under the symbol “LMNX.”

Parent

DiaSorin S.p.A.

Via Crescentino snc

13040 SALUGGIA (VC)—ITALY

Parent is a societa per azioni organized under the laws of the Republic of Italy. Parent is a global leader in the laboratory diagnostics market, specializing in the immunodiagnostics and molecular diagnostics segments. For over 50 years, Parent has been developing, producing and marketing reagent kits used by diagnostic laboratories worldwide. They are a multinational company operating across 5 continents and with headquarters in Saluggia, Italy and additional offices in Germany, the U.K. and California and Minnesota in the United States.

Parent is listed on the Italian Stock Exchange in the FTSE MIB Index under the symbol of “DIA.”

Merger Sub

Diagonal Subsidiary Inc.

1951 Northwestern Avenue

Stilwater, Minnesota 55082

USA

Merger Sub is a Delaware corporation and wholly owned subsidiary of Parent. Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. As of the date of this proxy statement, Merger Sub has not engaged in any business activities other than those incidental to its formation and in connection with the transactions contemplated by the Merger Agreement. Upon completion of the Merger, Merger Sub will cease to exist and the Company will continue as the surviving corporation.

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THE SPECIAL MEETING

Time, Place and Purpose of the Special Meeting

This proxy statement is being furnished to our stockholders as part of the solicitation of proxies for use at the Special Meeting to be held on [●] at [●], at 12212 Technology Blvd, Austin, Texas 78727, or at any postponement or adjournment thereof. At the Special Meeting, holders of Common Stock will be asked to approve the Merger Proposal, to approve the Adjournment Proposal and to approve the Compensation Proposal.

Our stockholders must approve the Merger Proposal in order for the Merger to occur. If our stockholders fail to approve the Merger Proposal, the Merger will not occur. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we encourage you to read carefully and in its entirety.

We are actively monitoring the coronavirus (COVID-19) outbreak. We are sensitive to the public health and travel concerns our stockholders may have and the protocols that federal, state and local governments may impose. In the event it is not possible or advisable to hold the Special Meeting in person, we will announce by issuance of a press release alternative arrangements for the meeting as promptly as practicable, which may include holding the Special Meeting solely by means of remote communication.

Record Date and Quorum

We have fixed the close of business on [●], 2021 as the Record Date for the Special Meeting, and only holders of record of Common Stock on the Record Date are entitled to receive notice of, and to vote at, the Special Meeting. On the Record Date, there were [●] shares of Common Stock outstanding and entitled to vote. On all matters properly coming before the Special Meeting, you will have one vote for each share of Common Stock that you owned on the Record Date.

The presence at the Special Meeting, in person or represented by proxy, of the holders of a majority of the Common Stock issued and outstanding and entitled to vote on the Record Date will constitute a quorum, permitting the conduct of business at the Special Meeting. Shares of Common Stock represented at the Special Meeting but not voted, including shares of Common Stock for which a stockholder directs an “abstention” from voting, will be counted for purposes of establishing a quorum. Broker non-votes will also be counted for purposes of establishing a quorum. A quorum is necessary to transact business at the Special Meeting. Once a share is represented at the Special Meeting, it will be counted for the purpose of determining a quorum at the Special Meeting and any adjournment of the Special Meeting. In the event that a quorum is not present at the Special Meeting, it is expected that the Special Meeting will be adjourned, postponed or delayed. If we adjourn, postpone or delay the Special Meeting for more than 30 days, or if thereafter a new Record Date is set, a notice of the adjourned, postponed or delayed meeting will be given to each stockholder of record entitled to vote at the Special Meeting in accordance with our bylaws.

Attendance

Only stockholders of record, their duly authorized proxy holders, beneficial stockholders with proof of ownership and the Company’s invitees may attend the Special Meeting. To gain admittance, you must present valid photo identification, such as a driver’s license or passport. If your shares of Common Stock are held through a bank, brokerage firm or other nominee, please bring to the Special Meeting a copy of your brokerage statement evidencing your beneficial ownership of the Common Stock and valid photo identification. If you are the representative of a corporate or institutional stockholder, you must present valid photo identification along with proof that you are the representative of such stockholder. Please note that cameras, recording devices and other electronic devices will not be permitted at the Special Meeting.

Vote Required

Approval of the Merger Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon. For the Merger Proposal, you may vote “FOR,” “AGAINST”

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or “ABSTAIN.” Abstentions, if any, will be included in the calculation of the number of shares of Common Stock represented at the Special Meeting for purposes of determining whether a quorum has been achieved, but will be counted as a vote against the Merger Proposal. If you fail to submit a proxy or to vote in person at the Special Meeting, or abstain, it will have the same effect as a vote against the Merger Proposal.

If your shares of Common Stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, the “stockholder of record.” This proxy statement and proxy card have been sent directly to you by the Company.

If your shares of Common Stock are held through a bank, brokerage firm or other nominee, you are considered the “beneficial owner” of those shares held in street name. In that case, this proxy statement has been forwarded to you by your bank, brokerage firm or other nominee who is considered, with respect to those shares of Common Stock, the stockholder of record. As the beneficial owner, you have the right to direct your bank, brokerage firm or other nominee how to vote your shares by following their instructions for voting.

Under the rules of NASDAQ, banks, brokerage firms or other nominees who hold shares in street name for customers have the authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokerage firms and other nominees are precluded from exercising their voting discretion with respect to approving non-routine matters such as the Merger Proposal and, as a result, absent specific instructions from the beneficial owner of such shares of Common Stock, banks, brokerage firms or other nominees are not empowered to vote those shares on non-routine matters. These broker non-votes will be counted for purposes of determining a quorum but will have the same effect as a vote against the Merger Proposal.

The Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting, whether or not a quorum is present. For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against approval of the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Adjournment Proposal.

The Compensation Proposal requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and entitled to vote on the matter at the Special Meeting. For the Compensation Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” For purposes of this proposal, if your shares of Common Stock are present at the Special Meeting but are not voted on this proposal, or if you have given a proxy and abstained on this proposal, this will have the same effect as if you voted against the proposal. If you fail to submit a proxy or to attend in person the Special Meeting, or there are broker non-votes on the issue, as applicable, the shares of Common Stock held by you or your broker will not be counted in respect of, and will not have an effect on, the Compensation Proposal.

If you are a stockholder of record, you may have your shares of Common Stock voted on matters presented at the Special Meeting in any of the following ways:

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If you are a beneficial owner, you will receive instructions from your bank, brokerage firm or other nominee that you must follow in order to have your shares of Common Stock voted. Those instructions will identify which of the above choices are available to you in order to have your shares voted. Please note that if you are a beneficial owner and wish to vote in person at the Special Meeting, you must provide a legal proxy from your bank, brokerage firm or other nominee at the Special Meeting.

If you vote by proxy, regardless of the method you choose to vote, the individuals named on the enclosed proxy card, and each of them, with full power of substitution, will vote your shares of Common Stock in the way that you indicate. When completing the Internet or telephone processes or the proxy card, you may specify whether your shares of Common Stock should be voted for or against or to abstain from voting on all, some or none of the specific items of business to come before the Special Meeting.

If you properly sign your proxy card but do not mark the boxes showing how your shares of Common Stock should be voted on a matter, the shares of Common Stock represented by your properly signed proxy will be voted “FOR” approval of the Merger Proposal, “FOR” approval of the Adjournment Proposal and “FOR” approval of the Compensation Proposal.

If you have any questions or need assistance voting your shares, please contact Okapi Partners LLC, our proxy solicitor, by calling toll-free at + 1 (855) 305-0856 or via email at info@okapipartners.com.

IT IS IMPORTANT THAT YOU VOTE YOUR SHARES OF COMMON STOCK AT THE MEETING PROMPTLY. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET.

Shares Held by the Company’s Directors and Executive Officers

As of [●], 2021, the Record Date, the directors and executive officers of the Company beneficially owned and were entitled to vote, in the aggregate, [●] shares of Common Stock, representing [●] percent of the outstanding shares of Common Stock.

Proxies and Revocation

Any stockholder of record entitled to vote at the Special Meeting may submit a proxy by telephone, over the Internet, by returning the enclosed proxy card in the accompanying prepaid reply envelope, or may vote in person by appearing at the Special Meeting. If your shares of Common Stock are held in “street name” through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares using the instructions provided by your bank, brokerage firm or other nominee. If you fail to submit a proxy or to vote in person at the Special Meeting, or do not provide your bank, brokerage firm or other nominee with instructions, as applicable, your shares of Common Stock will not be voted on the Merger Proposal which will have the same effect as a vote against the proposal, and your shares will not have an effect on the Adjournment Proposal or the Compensation Proposal.

You have the right to revoke a proxy, whether delivered over the Internet, by telephone or by mail, at any time before it is exercised, by voting again at a later date through any of the methods available to you, by giving written notice of revocation to our Secretary or by attending the Special Meeting and voting in person. Written notice of revocation should be mailed to: Luminex Corporation, Attention: Corporate Secretary, 12212 Technology Boulevard, Austin, Texas 78727.

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Adjournments

Although it is not currently expected, if the Adjournment Proposal is approved, the Special Meeting may be adjourned for the purpose of, if necessary and for a minimum period of time reasonable under the circumstances, to ensure that any necessary supplement or amendment to this proxy statement is provided to Company stockholders a reasonable amount of time in advance of the Special Meeting, or for the purpose of soliciting additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Merger Proposal or if a quorum is not present at the Special Meeting. Any adjournment of the Special Meeting will allow the Company’s stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting, as adjourned. If we adjourn the Special Meeting for more than 30 days, or if after adjournment a new Record Date is set, a notice of the adjourned meeting will be given to each stockholder of record entitled to vote at the Special Meeting in accordance with our bylaws.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as soon as possible. Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions, including the approval by our stockholders of the Merger Proposal, we expect the Merger to be completed in the third quarter of 2021. If our stockholders vote to approve the Merger Proposal, the Merger will become effective as promptly as practicable following the satisfaction or waiver of the other conditions to the Merger, subject to the terms of the Merger Agreement. For more information see “The Merger—Closing and the Effective Time.”

Rights of Stockholders Who Seek Appraisal

Stockholders are entitled to appraisal rights under the DGCL in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Per Share Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and you must not vote (either in person or by proxy) in favor of the Merger Proposal. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 83 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex B to this proxy statement. If you hold your shares of Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee. In view of the complexity of the DGCL, stockholders who may wish to pursue appraisal rights should consult their legal and financial advisors promptly.

Solicitation of Proxies; Payment of Solicitation Expenses

The Company has engaged Okapi Partners LLC to assist in the solicitation of proxies for the Special Meeting. The Company estimates that it will pay Okapi Partners LLC a fee of $9,500. The Company has also agreed to reimburse Okapi Partners LLC for, pay directly, or, where requested in special situations, advance sufficient funds for the payment of, certain fees, costs and expenses and will also indemnify Okapi Partners LLC, its affiliates and their respective officers, directors, employees, agents and other representatives and controlling persons against certain losses, claims, damages, liabilities and expenses. The Company is soliciting proxies for the Special Meeting and will bear the costs and expenses of such solicitation. The Company may also reimburse banks, brokers or their agents for certain expenses in forwarding proxy materials to beneficial owners of Common Stock. Our directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

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Questions and Additional Information

If you have more questions about the Merger or how to submit your proxy, or if you need additional copies of this proxy statement or the enclosed proxy card or voting instructions, please contact Okapi Partners LLC, our proxy solicitor, by calling toll-free at + 1 (855) 305-0856 or via email at info@okapipartners.com.

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THE MERGER

The descriptions of the Merger in this section and elsewhere in this proxy statement are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Overview

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company. The Company will be the Surviving Corporation in the Merger, will become a wholly owned indirect subsidiary of Parent and will continue to exist following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company. You will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL (or at such later time as we and Parent may agree and specify in the certificate of merger).

In the Merger, each outstanding share of Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares) will be converted into the right to receive the Per Share Merger Consideration, without interest thereon, less any applicable withholding taxes. After the Merger is completed, you will have the right to receive the Per Share Merger Consideration, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have the right to receive a payment for the “fair value” of their shares as determined pursuant to an appraisal proceeding as contemplated by the DGCL, as described below under the caption “Appraisal Rights”).

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Board of Directors, members of Company management or the representatives of the Company and other parties.

The Board of Directors and senior management regularly review the Company’s business, operations, financial performance and strategic direction. As part of this evaluation, the Board of Directors considers the Company’s long-term strategies and plans, changes in the industry and markets in which the Company operates, execution opportunities and risks, potential strategic transaction opportunities and other considerations. Over the past several years, the Company has affected many changes to its business intended to expand its technology and product offerings and to improve operating and financial performance.

Members of our senior management regularly meet with existing and potential investors in the Company, and with others involved in the diagnostics industry that may represent potential partnering or other business opportunities, and have at various points over the past several years had preliminary discussions regarding potential partnerships and other relationships and transactions, including potential business combinations. In addition, the Company has from time to time utilized the services of Perella Weinberg and its affiliates for investment banking and other financial services unrelated to the Merger, including in connection with the Company’s issuance of convertible senior notes in May 2020. In 2014, the Board of Directors engaged Perella Weinberg to facilitate a review by the Board of Directors of strategic alternatives and directed Perella Weinberg to contact third parties about a potential combination. None of the contacted parties submitted an indication of interest in a business combination at that time. Since October 2014, when Nachum “Homi” Shamir, the Company’s President and Chief Executive Officer and Chairman of the Board of Directors, joined the Company,

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and prior to February 12, 2020, neither the Company nor the Board of Directors had authorized nor was Perella Weinberg, or any other financial advisor, engaged to undertake a process to sell the Company. On November 3, 2020, Chen Menachem Even, the Chief Commercial Officer of Parent, called Mr. Shamir. Mr. Even and Mr. Shamir discussed Parent’s and the Company’s respective businesses, although Parent did not during the call express interest in a potential acquisition of the Company.

On November 6, 2020, at Parent’s request, Mr. Even, Carlo Rosa, Parent’s Chief Executive Officer, and Mr. Shamir had a follow-up call, during which Mr. Even and Mr. Rosa expressed a desire to learn more about the Company. Following the November 6, 2020 call with Mr. Even, Mr. Shamir informally discussed Parent’s interest with members of the Company’s Executive Committee, which is comprised of Thomas W. Erickson, who serves as Chairman of the Executive Committee of the Board of Directors, Edward A. Ogunro, Ph.D and Mr. Shamir.

On November 23, 2020, Mr. Even and Mr. Shamir had an additional call, during which Mr. Even indicated that Parent was focused on other corporate priorities and would re-engage with Mr. Shamir in February 2021.

On February 1, 2021, a representative from a potential strategic bidder for the Company (“Party A”) sent an email to representatives of Perella Weinberg, the Company’s financial advisor, requesting an introduction to Mr. Shamir. On the same day, the Chairman and Chief Executive Officer of Party A sent an email to Mr. Shamir to coordinate a call, which was scheduled for February 5, 2021.

On February 5, 2021, the Chairman and Chief Executive Officer of Party A called Mr. Shamir to express Party A’s interest in learning more about the Company.

On February 9, 2021, Mr. Even sent Mr. Shamir an email to coordinate a call, which was scheduled for February 10, 2021.

On February 10, 2021, Mr. Even called Mr. Shamir to inform him that Parent would be sending the Company an indication of interest for an acquisition of the Company, following which the Company received from Parent a letter containing a non-binding indication of interest to acquire all of the outstanding shares of Common Stock of the Company for $35.00 per share in cash (which represented a 26% premium to the closing price of $27.67 on February 9, 2021), subject to the completion of due diligence and the negotiation and execution of definitive agreements. The letter also noted that the potential acquisition would be financed through a mix of cash on hand and external financing and would not be subject to any financing condition or contingency.

On February 12, 2021, the Board of Directors held a special meeting attended by Harriss T. Currie, Chief Financial Officer, Senior Vice President, Finance and Treasurer, Richard W. Rew II, Senior Vice President, General Counsel and Corporate Secretary, and representatives of Perella Weinberg and DLA Piper LLP (US) (“DLA Piper”), outside counsel to the Company. Management discussed with the Board of Directors the unsolicited indication of interest from Parent (which had been provided to the Board of Directors on February 11, 2021 in advance of the meeting) and the history of discussions with Parent. Management also informed the Board of Directors of the call received on February 5, 2021 from Party A and that, while no explicit indication of interest was provided, Party A indicated a desire to learn more about the Company. A representative of Perella Weinberg then reviewed the Parent indication of interest with the Board of Directors, including the price per share offered. The representative of Perella Weinberg also discussed with the Board of Directors Parent’s ability to acquire the Company on the terms proposed as well as certain preliminary financial information relating to the Company and the Parent indication of interest. Representatives of Perella Weinberg also discussed with the Board of Directors potential responses to Parent and an overview of a potential process to sell the Company. A representative of DLA Piper then reviewed with the Board of Directors and the members of management present their fiduciary duties and related considerations. After further discussion and deliberation, including with respect to the potential benefits to the Company’s stockholders of a potential sale of the Company and the risks and uncertainties if the Company were to remain an independent public company, the Board of Directors determined it to be in the best interest of the Company and its stockholders to take further steps to confidentially explore the potential interest of third parties to acquire the Company, including Parent. The Board of Directors also provided feedback with respect to

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the potential third parties to be contacted in connection with such process, including, following discussion with representatives of Perella Weinberg, that the Company should contact a selected group of potential strategic acquirers. The Board of Directors did not instruct Perella Weinberg to contact any financial sponsors in light of its view that strategic acquirers would be more likely to pay more in an acquisition of the Company in light of the potential synergy opportunities. After a review of Perella Weinberg’s qualifications, expertise and reputation and its knowledge of the business and affairs of the Company and the industry in which the Company conducts its businesses, the Board of Directors also determined to engage Perella Weinberg to serve as its financial advisor in connection with such process and authorized the Company’s management to negotiate an agreement with Perella Weinberg with respect to such engagement. The Board of Directors also designated Mr. Erickson and Dr. Ogunro, each of whom is an independent, disinterested director, and Mr. Shamir as a transaction committee of the Board of Directors (the “Transaction Committee”) and instructed the Transaction Committee, along with management, to finalize negotiations with Perella Weinberg on the terms of their engagement, to oversee day-to-day activities of Perella Weinberg and management and supervise the negotiations among the Company, Perella Weinberg and potential acquirers, and to provide follow-up communications to the Board of Directors as appropriate. The Transaction Committee was set up for efficiency purposes, and not due to any perceived conflict of interest with respect to any member of the Board of Directors. The Board of Directors also instructed Mr. Shamir to convey to Parent that the Company would be conducting a process and would not be accepting Parent’s offer at this time.

On February 12, 2021, Mr. Shamir called Mr. Even to convey that the Company would be conducting a process to obtain the most value for shareholders. During the call, Mr. Shamir expressed his view that Parent would need to raise its offer price.

From February 12, 2021 to February 16, 2021, at the direction of the Board of Directors, representatives of Perella Weinberg contacted Party A and five other strategic parties to assess their interest in exploring a business combination transaction with the Company. Five of these six parties (including Party A) expressed an interest in such discussions and entered into confidentiality agreements with the Company with standstill provisions (none of which included “don’t ask, don’t waive” restrictions). In addition, on February 16, 2021, Parent entered into a confidentiality agreement with the Company with standstill provisions (which also did not include “don’t ask, don’t waive” restrictions).

On February 19, 2021, the Board of Directors held a special meeting attended by Mr. Shamir, Mr. Currie and Mr. Rew. Mr. Shamir provided an update on discussions with potential bidders, including that six parties had entered into confidentiality agreements with the Company. The Board of Directors then designated Kevin M. McNamara, an independent, disinterested director, as a member of the Transaction Committee (the term “Transaction Committee”, from this date forward, is inclusive of Mr. McNamara). The Board of Directors then authorized the officers of the Company to enter into an engagement letter with Perella Weinberg, in substantially the form and on the terms presented to the Board of Directors.

On February 18, 2021, the Company executed an engagement letter with Perella Weinberg to act as a financial advisor to the Company.

On February 25, 2021, a representative of Bloomberg contacted the Company asking for comment on a story Bloomberg was planning to publish indicating that Parent had an interest in acquiring the Company. The Company declined to comment.

On the same day, the Transaction Committee held a virtual meeting attended by Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. Management informed the Transaction Committee that Bloomberg had called the Company for comment on a story Bloomberg was planning to publish indicating that Parent had an interest in acquiring the Company and explained that the Company had declined to comment. The Transaction Committee instructed management to continue to decline to comment on rumors of a potential sale of the Company.

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On February 25, 2021, Bloomberg published an article in which it reported that Parent was considering an acquisition of the Company. Neither the Company nor Parent made any comment on the article.

From February 25, 2021 to March 5, 2021, representatives of the Company, including Mr. Currie, Mr. Rew and Mr. Shamir, conducted management presentations with Parent and the five other parties that entered into confidentiality agreements.

On March 1, 2021, following a management presentation to Parent, Parent conducted a site visit at the Company’s manufacturing facilities in Austin, Texas.

On March 2, 2021, Perella Weinberg delivered process letters to each of the six parties under confidentiality agreement, including Parent, indicating that they should submit indications of interest to Perella Weinberg no later than March 10, 2021.

Between March 2, 2021 and March 4, 2021, the Company engaged in in-person diligence sessions with representatives of Party A.

On March 3, 2021, a representative of Bloomberg contacted the Company asking for comment on an additional story Bloomberg was planning to publish indicating that the Company was exploring strategic options. The Company declined to comment.

On March 3, 2021, the Transaction Committee held a virtual meeting attended by Mr. Shamir, Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. Management informed the Transaction Committee that Bloomberg had called the Company for comment on the additional story and explained that the Company had declined to comment. The Transaction Committee instructed management to continue to decline to comment on rumors of a potential sale of the Company.

On March 3, 2021, Bloomberg published an article in which it reported that the Company was exploring strategic options after receiving takeover interest, and that the Company was working with an unidentified financial adviser. Neither the Company nor Parent made any comment on the article.

Between March 4, 2021 and March 12, 2021, the Company received notification from four of the six parties that had entered into confidentiality agreements that they would not be submitting indications of interest. Following such notifications, of the parties contacted, only Parent and Party A remained interested in a potential acquisition of the Company at that time.

On March 8, 2021 and March 9, 2021, the Company engaged in additional diligence sessions with representatives of Parent, including on-site visits of the Company’s manufacturing facilities in Austin, Texas.

On March 10, 2021, the Company received from Party A a letter containing a non-binding indication of interest to acquire all of the outstanding equity of the Company for $36.00 per share in cash, subject to the completion of due diligence and the negotiation and execution of definitive agreements. The letter also noted that the potential acquisition would be financed through a mix of cash on hand and external financing and would not be subject to any financing contingency.

On March 12, 2021, the Board of Directors held a virtual meeting attended by Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. A representative of Perella Weinberg reviewed with the Board of Directors an overview of the process undertaken by the Company, including that the Company provided management presentations to six parties, four of which had elected not to provide indications of interest, received a non-binding indication of interest from Party A (which had been provided to the Board of Directors on March 11, 2021 in advance of the meeting) and, based on conversations between representatives of Perella Weinberg and representatives of Morgan Stanley, financial advisor to Parent, was expecting to receive a revised

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bid from Parent. After further discussion of the proposal received by Party A and related process considerations, the Board of Directors directed Perella Weinberg to further engage with both Parent and Party A and to arrange for each party to engage in further diligence. A representative of DLA Piper then reviewed the terms of a proposed draft merger agreement that would be provided to potential acquirers as part of the process, following which the Board of Directors authorized management and Perella Weinberg to provide such agreement to both Parent and Party A for review and comment consistent with instructions to be provided by Perella Weinberg, as approved by management.

On March 15, 2021, the Company received a revised non-binding indication of interest from Parent to acquire all of the outstanding shares of Common Stock of the Company for $36.00 per share in cash. The revised letter again noted that the potential acquisition would be financed through a mix of cash on hand and external financing and would not be subject to any financing condition or contingency.

On the same day, Perella Weinberg sent process letters to Party A and Parent providing them with guidelines for the submission of a best and final definitive proposal for a potential acquisition of the Company to be submitted no later than April 6, 2021 and a markup of the draft merger agreement to be submitted on March 30, 2021. On the same day, Party A and Parent were provided access to a virtual data room containing diligence materials. A draft merger agreement was provided to Party A and Parent via the virtual data room on March 16, 2021.

On March 17, 2021, Mr. Shamir received several emails from a representative of a new potential strategic party (“Party B”), in which Party B, referencing public media reports, inquired whether the Company was considering a potential sale and indicated an interest in being involved in the sale process. On the same day, Mr. Shamir reported the emails to the Transaction Committee. Subsequently, representatives of Party B engaged in additional communication with Mr. Shamir and representatives of Perella Weinberg in which they indicated that Party B was interested in pursuing a potential acquisition of the Company. Following additional correspondence between Mr. Shamir and the Transaction Committee, Party B was told, through Mr. Shamir and representatives of Perella Weinberg, to submit a written indication of interest if it wanted to participate in the Company’s process.

From March 18, 2021 to April 1, 2021, representatives of the Company conducted four virtual due diligence sessions with Party A and an in-person due diligence session and seven virtual due diligence sessions with Parent.

On March 23, 2021, the Company received a non-binding indication of interest from Party B to acquire the Company, subject to the completion of due diligence and the negotiation and execution of definitive agreements. The indication of interest did not include a proposed price per share but indicated that Party B believed it could value the Company at a “material premium” to the Company’s unaffected share price after confirming its assumptions through the diligence process. The letter also indicated that the potential transaction would be financed through a mix of cash on hand and external financing and would not be subject to any financing condition or contingency. On that same day, Party B entered into a confidentiality agreement with the Company (which did not include “don’t ask, don’t waive” restrictions).

On March 24, 2021, a representative of the financial advisor of a new potential strategic party (“Party C”) sent an email to a representative of Perella Weinberg to indicate an interest in learning more about the Company in connection with a potential acquisition of the Company and requesting a call with Mr. Shamir. On the same day, the Chairman and Chief Executive Officer of Part C sent an email to Mr. Shamir to coordinate a call, which was scheduled for March 25, 2021.

On March 25, a representative of Party B’s financial advisor notified Perella Weinberg that Party B was no longer interested in pursuing a potential transaction with the Company.

On the same day, the Chairman and Chief Executive Officer of Party A called Mr. Shamir to convey that Party A could not increase the price per share offered in its initial indication of interest. Although Party A did not

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formally withdraw its offer, Party A indicated that it would not be conducting additional diligence, providing comments to the Merger Agreement or otherwise pursuing a transaction further, including on the terms previously offered.

On the same day, Mr. Shamir had a call with the Chairman and Chief Executive Officer of Party C, who indicated that Party C was interested in a potential transaction with the Company.

On the same day, the Transaction Committee held a virtual meeting attended by Mr. Shamir, Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. A representative of Perella Weinberg informed the Transaction Committee that each of Party A and Party B had notified Perella Weinberg that it was no longer interested in pursuing a potential transaction with the Company. The representative of Perella Weinberg also informed the Transaction Committee that Party C had expressed interest in participating in the Company’s process. After further discussion and deliberation, the Transaction Committee determined that Party C should be provided with a confidentiality agreement and invited to participate in the process. The Transaction Committee also authorized management of the Company and its advisors to continue to engage with Parent with respect to the potential transaction, including the negotiation of definitive agreements with respect thereto.

On March 26, 2021, Parent’s outside counsel, Cravath, Swaine & Moore LLP (“Cravath”), provided comments on the draft Merger Agreement to DLA Piper.

On March 27, 2021, the Company received a non-binding indication of interest from Party C to acquire the outstanding equity of the Company at a value between $36.00 and $38.00 per share, subject to the completion of due diligence and the negotiation and execution of definitive agreements. The letter noted that the consideration payable would be in the form of a combination of cash and stock of Party C and did not address Party C’s ability to finance the transaction.

On March 28, 2021, Party C entered into a confidentiality agreement with the Company (which also did not include “don’t ask, don’t waive” restrictions).

Between March 29, 2021 and April 1, 2021, representatives of the Company conducted virtual management presentations and diligence meetings with Party C.

On March 31, 2021, Cravath provided DLA Piper with a draft of a senior facilities agreement, providing for a term loan and bridge loan in connection with Parent’s financing of its proposed acquisition of the Company.

Between April 1, 2021 and April 10, 2021, representatives of DLA Piper, the Company, Parent and Cravath engaged in negotiations regarding the terms of the Merger Agreement and other transaction documents. Other than those terms of the Merger Agreement that are applicable to all employees of the Company, at no point during such negotiations did members of management, including Mr. Shamir, engage in negotiations regarding potential post-closing employment arrangements.

On April 6, 2021, the Company received a revised non-binding indication of interest from Parent to acquire the outstanding Common Stock of the Company for $36.00 per share in cash, noting that since the fully diluted share count had increased since Parent’s prior indication of interest, it believed the new bid reflected an effective increased bid price of $36.67 per share in cash based on the original fully diluted share count. The letter from Parent also noted that its offer reflected its final proposal and was not subject to any further diligence requirements. The letter also set forth Parent’s anticipated sources and uses of capital in connection with the potential transaction and re-confirmed that Parent expected to be in a position to sign the senior facilities agreement concurrently with the Merger Agreement and that its offer would not be subject to any financing condition or contingency. On the same day, Mr. Even called Mr. Shamir to reiterate Parent’s belief that its revised indication of interest reflected an increase in Parent’s valuation of the Company. Mr. Shamir conveyed to Mr. Even his belief that the Board of Directors was unlikely to accept Parent’s offer unless Parent raised its price. Later during the same day, Party C notified Mr. Shamir that it was no longer interested in pursuing a potential transaction with the Company.

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At approximately 8:00 a.m. Central Time on April 7, 2021, the Company received a further revised indication of interest from Parent to acquire the outstanding Common Stock of the Company for $37.00 per share in cash. The revised letter noted that it was Parent’s best and final offer and that the offer would expire if not accepted by noon Central Time on the same day.

On the same day, at 9:00 a.m. Central Time, the Board of Directors held a special meeting attended by Mr. Shamir, Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. Management provided an update on the Company’s first quarter performance and potential trends with respect to its full year results. A representative of Perella Weinberg reviewed with the Board of Directors, based upon materials provided to the Board of Directors in advance of the meeting, an overview of the sale process to date, including the history of discussions with, and indications of interest provided by, Parent. The representatives of Perella Weinberg also reviewed the material financial terms of Parent’s offer, certain preliminary financial information relating to the Company and the proposed transaction and the absence of any other potential bidders. A representative of DLA Piper then reviewed the fiduciary duties of the Board in this context and the status of negotiations with Parent with respect to the Merger Agreement and other transaction documents. The Board of Directors then discussed Parent’s offer and, following discussion, gave management and DLA Piper feedback on various points in the Merger Agreement and authorized management to continue negotiations with Parent to finalize the terms of the proposed Merger Agreement, and to present to the Board of Directors a finalized transaction for its consideration once the documentation was finalized. Following the meeting, Mr. Shamir (at the direction of the Board of Directors) spoke with Mr. Even and indicated that the Company, while not accepting or rejecting Parent’s offer, would continue to negotiate with Parent to assess whether Parent and the Company could come to agreement on the terms of the Merger Agreement. Following this conversation, representatives of DLA Piper and Cravath continued to engage in negotiations regarding the terms of the Merger Agreement and other transaction documents.

On April 10, 2021, the Board of Directors held a special meeting attended by Mr. Shamir, Mr. Currie, Mr. Rew and representatives of Perella Weinberg and DLA Piper. A representative of DLA Piper reviewed with the Board of Directors the status of negotiations with Parent and the terms of the proposed Merger Agreement and related transaction documents. The representative of DLA Piper also reviewed the proposed structure of Parent’s financing arrangements, including Parent’s intent to enter into a senior facilities agreement concurrent with signing and Parent’s expected receipt of a conditions precedent letter in respect of the limited conditions required to be satisfied between signing and closing of the proposed transaction. A representative of Perella Weinberg then reviewed with the Board of Directors, based upon materials provided to the Board of Directors in advance of the meeting, Perella Weinberg’s financial analysis of the consideration to be received by the holders of Common Stock of the Company in the Merger. After further discussion, representatives of Perella Weinberg rendered an oral opinion, subsequently confirmed in writing on April 10, 2021, to the Board of Directors that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. The full text of the written opinion of Perella Weinberg, dated April 10, 2021, is attached as Annex C to this proxy statement and is described in more detail below under “Opinion of the Company’s Financial Advisors.” The Board of Directors then further discussed and considered the proposed transaction, including the potential benefits of, and risks related to, the transaction and the Company’s standalone prospects as described in more detail below under “Reasons for the Merger.” Following such discussion and consideration, the Board of Directors determined to proceed with the transaction and unanimously adopted and approved the Merger and the entry into the Merger Agreement, determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are substantively and procedurally fair to and in the best interests of the Company and its stockholders, and resolved to recommend that the stockholders of the Company adopt the Merger Agreement and approve the Merger.

At the same meeting, the Board of Directors approved an amendment to the Amended and Restated Bylaws of the Company (the “Bylaws Amendment”), which became effective immediately. The Bylaws Amendment

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requires that, unless the Company consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or stockholder (including a beneficial owner) of the Company to the Company or the Company’s stockholders, (iii) any action asserting a claim against any director, officer, employee or stockholder (including a beneficial owner) of the Company arising under any provision of the Delaware General Corporation Law (“DGCL”) or the bylaws or the certificate of incorporation of the Company, or (iv) any action asserting a claim governed by the internal affairs doctrine shall, to the fullest extent permitted by law, be the Court of Chancery of the State of Delaware (or if the Court of Chancery for the State of Delaware does not have jurisdiction, a state court located within the State of Delaware or, if no state court located within the State of Delaware has subject matter jurisdiction, the federal district court for the District of Delaware). In addition, the Bylaws Amendment provides that unless the Company consents in writing to the selection of an alternative forum, the federal district courts of the United States shall be the exclusive forum for the resolution of any claim or cause of action arising under the Securities Act of 1933, as amended.

On the afternoon of April 11, 2021, the Company and Parent executed the Merger Agreement, and Parent issued a press release announcing its entry into the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors recommends that you vote “FOR” approval of the Merger Proposal, “FOR” approval of the Adjournment Proposal and “FOR” approval of the Compensation Proposal.

Reasons for the Merger

In evaluating the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Board of Directors consulted with the Company’s senior management, as well as representatives of its financial advisor and outside legal counsel. In the course of making its determination (1) that the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders and (2) to recommend that the Board of Directors approve and declare advisable the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, the Board of Directors considered numerous factors, including the following non-exhaustive list of material factors and benefits of the Merger, each of which the Board of Directors believed supported its determination and recommendation:

Per Share Merger Consideration. The Board of Directors considered:

Business and Financial Condition. The Board of Directors considered the Company’s historical and projected business, industry, markets, financial performance and condition and its prospects.

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Risks and Uncertainties. The Board of Directors considered, among other factors, that the Company’s business and that its stockholders would continue to be subject to significant risks and uncertainties if the Company remained an independent public company, including:

Quality of the Sale Process. The Board of Directors considered:

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Negotiation Process. The Board of Directors considered the fact that the terms of the Merger Agreement were the result of robust arm’s-length negotiations conducted by the Company, with the knowledge and at the direction of the Board of Directors, and with the assistance of independent financial advisors and outside legal counsel.

Perella Weinberg’s Financial Presentation. The Board of Directors considered the financial analyses of Perella Weinberg that were presented to the Board of Directors and performed in connection with the opinion of Perella Weinberg dated April 10, 2021, to the effect that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered, and qualifications and limitations set forth therein, the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders, as more fully described below under the heading “—Opinion of the Company’s Financial Advisor.”

Certainty of Consideration. The Board of Directors considered that the all-cash nature of the consideration to be paid in the Merger allows Company stockholders to realize immediate and certain premium cash value and liquidity, while avoiding the significant future risks and uncertainties for the Company and the markets generally.

Management Projections. The Board of Directors considered forecasts for the Company prepared by Company management, which reflect an application of various assumptions of the Company’s senior management. The Board of Directors considered the inherent uncertainty of attaining management’s forecasts, including those set forth in “—Management Projections,” and that due to such uncertainty the Company’s actual financial results in future periods could differ materially from management’s forecasted results.

Likelihood of Completion; Certainty of Payment. The Board of Directors considered its belief that, absent a superior proposal, the Merger represented a transaction that would likely be consummated based on, among other factors:

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Other Terms of the Merger Agreement. The Board of Directors considered other terms of the Merger Agreement, which are more fully described below under the heading “The Merger Agreement.” Certain provisions of the Merger Agreement that the Board of Directors considered significant include:

Financing-Related Terms. The Board of Directors considered:

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The Board of Directors also considered a number of uncertainties, risks and potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including the following:

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The foregoing discussion is not meant to be exhaustive, but summarizes material factors considered by the Board of Directors in its consideration of the Merger. After considering these and other factors, the Board of Directors concluded that the potential benefits of the Merger outweighed the uncertainties and risks. In view of the variety of factors considered by the Board of Directors and the complexity of these factors, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the foregoing factors in reaching its determination and recommendations. Moreover, each member of the Board of Directors applied his or her own personal business judgment to the process and may have assigned different weights to different factors. Upon due consideration of these and other factors, the Board of Directors believed that, overall, the potential benefits of the Merger to the Company’s stockholders outweighed the risks and uncertainties of the Merger and adopted and approved the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement and recommends that stockholders adopt the Merger Agreement and approve the Merger based upon the totality of the information presented to and considered by the Board of Directors.

Opinion of the Company’s Financial Advisor

The Company retained Perella Weinberg to act as its financial advisor in connection with the Merger. The Company selected Perella Weinberg based on its qualifications, expertise and reputation and its knowledge of the business and affairs of the Company and the industry in which the Company conducts its businesses. Perella Weinberg, as part of its investment banking business, is continually engaged in performing financial analyses with respect to businesses and their securities in connection with mergers and acquisitions, leveraged buyouts and other transactions as well as for corporate and other purposes.

On April 10, 2021, Perella Weinberg rendered its oral opinion, subsequently confirmed in writing, to the Board of Directors that, as of such date and based upon and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations set forth therein, the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

The full text of Perella Weinberg’s written opinion, dated April 10, 2021, which sets forth, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by Perella Weinberg in preparing its opinion, is attached hereto as Annex C and is incorporated by reference herein. Perella Weinberg’s opinion does not address the Company’s underlying business decision to enter into the Merger Agreement or the relative merits of the Merger as compared with any other strategic alternative which may be available to the Company. Perella Weinberg’s opinion was not intended to be and does not constitute a recommendation to any holder of Common Stock or any other person as to how such person should vote or otherwise act with respect to the Merger or any other matter. Perella Weinberg’s opinion does not in any manner address the prices at which the Common Stock will trade at any time. In addition, Perella Weinberg expressed no opinion as to the fairness of the Merger to, or any consideration received in connection with the Merger by, the holders of any other class of securities, creditors or other constituencies of the Company. Perella Weinberg provided its opinion for the information and assistance of the Board of Directors in connection with, and for the purposes of its evaluation of, the Merger. The summary of the written opinion of Perella Weinberg is qualified in its entirety by reference to the full text of the written opinion attached as Annex C.

In connection with rendering its opinion and performing its related financial analyses, Perella Weinberg, among other things:

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In arriving at its opinion, Perella Weinberg assumed and relied upon, without independent verification, the accuracy and completeness of the financial and other information supplied or otherwise made available to it (including information that was available from generally recognized public sources) for purposes of its opinion and further relied upon the assurances of the management of the Company that, to their knowledge, the information furnished by the Company for purposes of Perella Weinberg’s analysis did not contain any material omissions or misstatements of material fact. With respect to the Management Projections, Perella Weinberg was advised by the management of the Company, and assumed, with the Board of Directors’ consent, that the Management Projections had been reasonably prepared on bases reflecting the best currently available estimates and good faith judgments of the management of the Company as to the future stand-alone financial performance of the Company and the other matters covered thereby. Perella Weinberg expressed no view as to the assumptions on which the Management Projections were based. See “—Management Projections” for a description of the Management Projections.

In arriving at its opinion, Perella Weinberg did not make any independent valuation or appraisal of the assets or liabilities (including any contingent, derivative or off-balance-sheet assets and liabilities) of the Company, nor was it furnished with any such valuations or appraisals. Perella Weinberg did not assume any obligation to conduct, nor did it conduct, any physical inspection of the properties or facilities of the Company. In addition, Perella Weinberg did not evaluate the solvency of any party to the Merger Agreement (or the impact of the Merger thereon), including under any applicable laws relating to bankruptcy, insolvency or similar matters. In arriving at its opinion, Perella Weinberg also assumed that the final executed Merger Agreement would not differ from the form of Merger Agreement that it reviewed in any respect material to its analysis, and that the Merger would be consummated in accordance with the terms set forth in the Merger Agreement, without modification, waiver or delay in any respect material to its analysis. In addition, Perella Weinberg assumed that in connection with the receipt of all the necessary approvals for the Merger, no delays, limitations, conditions or restrictions would be imposed that could have an adverse effect on the Company, Parent or the contemplated benefits expected to be derived in the Merger, in each case, in any way meaningful to its analysis. Perella Weinberg relied as to all legal matters relevant to rendering its opinion upon the advice of counsel.

Perella Weinberg’s opinion addressed only the fairness from a financial point of view, as of the date thereof, of the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement. Perella Weinberg was not asked to, and it did not, offer any opinion as to any other term of the Merger Agreement or any other document contemplated by or entered into in connection with the Merger Agreement, the form, structure or financing of the Merger or the likely timeframe in which the Merger would be consummated. In addition, Perella Weinberg expressed no opinion as to the fairness of the amount or

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nature of any compensation to be received by any officers, directors or employees of any parties to the Merger Agreement, or any class of such persons, whether relative to the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock or otherwise. Perella Weinberg did not express any opinion as to any tax or other consequences that may result from the transactions contemplated by the Merger Agreement or any related document, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which it understood the Company had received such advice as it deemed necessary from qualified professionals. Perella Weinberg’s opinion did not address the underlying business decision of the Company to enter into the Merger Agreement or the relative merits of the Merger as compared with any other strategic alternative which may have been available to the Company.

Perella Weinberg’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to it as of, the date of its opinion. It should be understood that subsequent developments may affect Perella Weinberg’s opinion and the assumptions used in preparing it, and Perella Weinberg does not have any obligation to update, revise, or reaffirm its opinion. The issuance of Perella Weinberg’s opinion was approved by a fairness opinion committee of Perella Weinberg.

Summary of Material Financial Analyses

The following is a summary of the material financial analyses performed by Perella Weinberg and reviewed with the Board of Directors in connection with Perella Weinberg’s opinion and does not purport to be a complete description of the financial analyses performed by Perella Weinberg. The order of analyses described below does not represent the relative importance or weight given to those analyses by Perella Weinberg. Some of the summaries of the financial analyses include information presented in tabular format. In order to fully understand Perella Weinberg’s financial analyses, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. Considering the data below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of Perella Weinberg’s financial analyses.

For purposes of this section, “Unaffected Share Price” means the closing per share price of $30.05 of the Common Stock on February 24, 2021 (the last day of trading prior to the publication of the Bloomberg News article first reporting that Parent was considering an acquisition of the Company) and “Last Trading Share Price” means the closing per share price of $32.95 of the Common Stock on April 9, 2021 (the last trading day prior to the public announcement of the execution of the Merger Agreement).

Selected Publicly Traded Companies Analysis

Perella Weinberg reviewed and compared certain financial information for the Company with corresponding financial information, ratios and public market multiples for 13 publicly held companies in the Diagnostics and Life Sciences industries described below (the “Selected Publicly Traded Companies”). Although none of the following companies is identical to the Company, Perella Weinberg selected these companies because they had publicly traded equity securities and were deemed to be similar to the Company in one or more respects, including operating in the Diagnostics and Life Sciences industries. Perella Weinberg selected the companies used in the analysis on the basis of its experience and knowledge of companies in the industry and various factors, including the size of the company and the similarity of the lines of business to the Company’s lines of business, as well as the business models, service offerings and end-market exposure of such companies.

For the Company and each of the Selected Publicly Traded Companies, Perella Weinberg calculated and compared financial information and various financial market multiples and ratios based on company filings for historical information and consensus third party research estimates from FactSet and Wall Street research for forecasted information. Information for (i) GenMark Diagnostics, Inc. was as of March 14, 2021, one day prior to the announcement of Roche Holding Ltd’s proposed acquisition of GenMark Diagnostics, Inc., (ii) PerkinElmer, Inc. was calculated on a pro forma basis for the acquisitions of Horizon Discovery Group plc and Oxford Immunotec Global PLC, and a notes issuance announced on March 4, 2021, (iii) Hologic, Inc. was calculated on

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a pro forma basis for the acquisitions of Somatex Medical Technologies GmbH, Biotheranostics, Inc. and Diagenode SA, and the divestiture of the Cynosure business, (iv) Bio-Techne Corporation was calculated on a pro forma basis for the acquisition of Asuragen, Inc., (v) Abcam plc was calculated on a pro forma basis for an issuance of American Depository Shares and (vi) Meridian Bioscience, Inc. was calculated on a pro forma basis for the acquisition of Exalenz Bioscience Ltd. With respect to the Company and each of the Selected Publicly Traded Companies, Perella Weinberg reviewed enterprise value (“EV”) as of April 9, 2021 as a multiple of both estimated revenue for the calendar year 2021 (“2021E Revenue”) and estimated adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) for the calendar year 2021 (“2021E Adjusted EBITDA”), provided, that multiples for the Company were based on estimated earnings before interest, taxes, depreciation, and amortization (“EBITDA”). The results of these analyses are summarized in the following table:

Based on the multiples of EV to 2021E Revenue and 2021E Adjusted EBITDA described above, Perella Weinberg’s analyses of the various Selected Publicly Traded Companies and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of the Company and the Selected Publicly Traded Companies, Perella Weinberg (i) applied a range of multiples of 2.5x to 4.0x to 2021E Revenue of the Company using the Management Projections to derive a range of estimated implied values of approximately $25.47 to $39.62 per share of Common Stock and (ii) applied a range of multiples of 12.5x to 18.0x to estimated 2021E EBITDA of the Company using the Management Projections to derive a range of estimated implied values of approximately $21.52 to $30.26 per share of Common Stock. Perella Weinberg compared these ranges to the Unaffected Share Price of $30.05 per share, the Last Trading Share Price of $32.95 per share and the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement.

Although the Selected Publicly Traded Companies were used for comparison purposes, no business of any Selected Publicly Traded Companies was either identical or directly comparable to the Company’s business. Accordingly, Perella Weinberg’s comparison of Selected Publicly Traded Companies and analysis of the results

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of such comparisons was not purely mathematical, but instead necessarily involved complex considerations and judgments concerning differences in financial and operating characteristics and other factors that could affect the relative values of the Selected Publicly Traded Companies.

Selected Transactions Analysis

Using publicly available information, Perella Weinberg reviewed the financial terms of selected precedent transactions (the “Selected Transactions”) involving companies that operated in, or were exposed to, the Diagnostics and Life Sciences industries announced between February 2010 and February 2021. Perella Weinberg selected these transactions in the exercise of its professional judgment and experience because Perella Weinberg deemed them to be most similar in size, scope and impact on the industry to the Company or otherwise relevant to the Merger.

For each of the Selected Transactions, Perella Weinberg calculated and compared the resulting EV in the transaction as a multiple of (i) revenue over the last twelve months (“LTM Revenue”) publicly reported prior to the announcement of the transaction (“EV/LTM Revenue”) and (ii) Adjusted EBITDA over the last twelve months (“LTM EBITDA”) publicly reported prior to the announcement of the transaction (“EV/LTM Adjusted EBITDA”). Perella Weinberg notes that: (i) the LTM Revenue for Oxford Immunotec Global PLC represented the estimated 2020 revenue at the announcement of the transaction, (ii) the EV/LTM Revenue multiple for Merck KGaA’s Flow Cytometry Business was based on the mid-point of the range provided by the management of the Company (also the acquiror in the transaction) for the estimated 2019 revenue contribution, (iii) information for EUROIMMUN US, Inc. and Accriva Diagnostics was based on 2016 financial statements, (iv) information for Alere Inc. was based on amended transaction terms announced on April 14, 2017, (v) the LTM Revenue for BioFire Diagnostics, LLC represented estimated 2013 revenue at the announcement of the transaction, (vi) information for One Lambda, Inc. was based on 2011 financial statements, and (vii) information for Phadia AB was based on 2010 financial statements. The following table lists the Selected Transactions and summarizes the observed EV/LTM Revenue and EV/LTM EBITDA multiples:

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Perella Weinberg noted that the median and mean EV/LTM Revenue multiples for the Selected Transactions were 5.0x and 5.3x, respectively, and the median and mean EV/LTM Adjusted EBITDA multiples for the Selected Transactions were 20.3x and 19.2x, respectively.

Based on the multiples of enterprise value to LTM Revenue and LTM Adjusted EBITDA described above, Perella Weinberg’s analyses of the various Selected Transactions and on professional judgments made by Perella Weinberg with respect to, among other things, the financial performance and competitive positioning of the Company and the target companies in the Selected Transactions, Perella Weinberg applied a range of multiples of 3.25x to 5.25x to the Company’s 2020 revenue based on publicly filed financial statements and information provided by Company management to derive a range of implied values of approximately $28.34 to $44.61 per share of Company Common Stock and a range of multiples of 18.0x to 21.0x to the Company’s 2020 EBITDA based on publicly filed financial statements and information provided by Company management to derive a range of implied values of approximately $27.48 to $31.75 per share of Company Common Stock. Perella Weinberg compared these ranges to the Unaffected Share Price of $30.05 per share, the Last Trading Share Price of $32.95 per share and the Per Share Merger Consideration of $37.00 per share to be received by the holders of Company Common Stock pursuant to the Merger Agreement.

Although the Selected Transactions were used for comparison purposes, none of the Selected Transactions nor the companies involved in them was either identical or directly comparable to the Merger or the Company.

Discounted Cash Flow Analysis

Perella Weinberg conducted a discounted cash flow analysis for the Company based on the Management Projections to derive a range of implied enterprise values for the Company by:

Perella Weinberg estimated the range of perpetuity growth rates utilizing its professional judgment and experience, taking into account market expectations regarding long-term real growth of gross domestic product and inflation.

Perella Weinberg used discount rates ranging from 7.5% to 8.5%, which were derived from the Company’s weighted average cost of capital determined by the application of the capital asset pricing model based on Perella

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Weinberg’s experience and professional judgment, and which took into account certain company-specific metrics, including the Company’s target capital structure, the cost of long-term debt, forecasted tax rate and predicted Barra beta, as well as certain financial metrics for the United States financial markets generally.

From the range of implied enterprise values, Perella Weinberg derived a range of implied equity values for the Company. To calculate the implied equity value from the implied enterprise value, Perella Weinberg added cash and cash equivalents of approximately $272 million, subtracted debt of approximately $260 million, and added net non-operating assets (representing the carrying value of the Company’s investment in Combinati) of approximately $10 million, in each case as provided by the Company. Perella Weinberg calculated implied value per share by dividing the implied equity value by fully diluted shares outstanding, calculated by assuming 47.3 million common shares outstanding, 0.5 million Company RSUs, and 3.5 million options with a weighted average exercise price of $21.37, based on information provided by Company management. This analysis resulted in an implied per share equity value reference range for the Common Stock of approximately $28.94 to $39.57 per share. Perella Weinberg compared this range to the Unaffected Share Price of $30.05 per share, the Last Trading Share Price of $32.95 per share and the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement.

Additional Information

Perella Weinberg observed additional information that was not considered part of Perella Weinberg’s financial analysis with respect to its opinion, but which were noted as reference data for the Board of Directors, including the following:

Historical Stock Trading. Perella Weinberg reviewed the closing prices of the Common Stock on the Nasdaq for the 52 weeks ended on April 9, 2021. Perella Weinberg observed that during such period, the closing trading price of the Common Stock ranged from $20.61 to $41.69 per share. Perella Weinberg compared this range to the Unaffected Share Price of $30.05 per share, the Last Trading Share Price of $32.95 per share and the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement.

Equity Research Analyst Price Targets. Perella Weinberg reviewed and analyzed recent publicly available research analyst undiscounted price targets for the Common Stock prepared and published by four equity research analysts as of April 9, 2021. Perella Weinberg noted that the range of recent equity analyst undiscounted price targets for the Common Stock ranged from a low of $22.00 to a high of $48.00 per share, with a median price target of $35.00 per share.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for Common Stock. Further, these estimates are subject to uncertainties, including the future financial performance of the Company and future financial market conditions. However, these estimates provided general reference points which enabled Perella Weinberg to compare such estimates to the Unaffected Share Price of $30.05 per share, the Last Trading Share Price of $32.95 per share and the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth herein, without considering the analyses or the summary as a whole, could create an incomplete view of the processes underlying Perella Weinberg’s opinion. In arriving at its fairness determination, Perella Weinberg considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered. Rather, Perella Weinberg made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the analyses described herein as a comparison is directly comparable to the Company or the Merger.

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Perella Weinberg prepared the analyses described herein for purposes of providing its opinion to the Board of Directors as to the fairness, from a financial point of view, as of the date of such opinion, of the Per Share Merger Consideration of $37.00 per share to be received by the holders of Common Stock pursuant to the Merger Agreement. These analyses do not purport to be appraisals or necessarily reflect the prices at which businesses or securities actually may be sold. Perella Weinberg’s analyses were based in part upon the Management Projections and other third party research analyst estimates, which are not necessarily indicative of actual future results, and which may be significantly more or less favorable than suggested by Perella Weinberg’s analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties to the Merger Agreement or their respective advisors, none of the Company, Perella Weinberg or any other person assumes responsibility if future results are materially different from those forecasted by Company management or third parties.

As described above, the opinion of Perella Weinberg to the Board of Directors was one of many factors taken into consideration by the Board of Directors in making its determination to approve the Merger. Perella Weinberg was not asked to, and did not, recommend the specific consideration to the stockholders of the Company provided for in the Merger Agreement, which consideration was determined through arms-length negotiations between the Company and Parent. Perella Weinberg did not recommend any specific amount of consideration to the stockholders of the Company or the Board of Directors or that any specific amount of consideration constituted the only appropriate consideration for the Merger. Also, as discussed above, Perella Weinberg’s opinion was not intended to be and does not constitute, a recommendation to any holder of Common Stock or any other person as to how such person should vote or otherwise act with respect to the Merger or any other matter and does not in any manner address the prices at which the Common Stock will trade at any time.

Perella Weinberg has acted as financial advisor to the Company in connection with the Merger and pursuant to the terms of the engagement letter between Perella Weinberg and the Company, dated February 18, 2021, the Company agreed to pay Perella Weinberg $2,000,000 upon the rendering of Perella Weinberg’s opinion (which amount would have become payable if Perella Weinberg had determined that it was not able to deliver its opinion), and has agreed to pay Perella Weinberg an additional fee currently estimated to be approximately $27,713,482, which is contingent upon the consummation of the Merger. In addition, the Company agreed to reimburse Perella Weinberg for certain expenses that may arise, and to indemnify Perella Weinberg for certain liabilities and other items that may arise, out of its engagement by the Company.

During the two-year period prior to the date of its opinion, no relationship existed between Perella Weinberg and its affiliates and Parent pursuant to which compensation was received by Perella Weinberg or its affiliates. In the past, Perella Weinberg and its affiliates have provided investment banking and other financial services to the Company and its affiliates unrelated to the Merger, for which they have received approximately $3.25 million in compensation. Perella Weinberg and its affiliates may in the future provide investment banking and other financial services to the Company, Parent and their respective affiliates and in the future may receive compensation for the rendering of such services. In the ordinary course of its business activities, Perella Weinberg or its affiliates may at any time hold long or short positions, and may trade or otherwise effect transactions, for its own account or the accounts of customers or clients, in debt or equity or other securities (or related derivative securities) or financial instruments (including bank loans or other obligations) of the Company or Parent or any of their respective affiliates.

Management Projections

The Company does not, as a matter of course, publicly disclose projections as to its future financial performance. However, in connection with the strategic and financial review process as described in this proxy statement, management prepared certain unaudited forecasts (the “Management Projections”), which were provided to the Board of Directors, Perella Weinberg and parties potentially interested in a transaction with the Company, including Parent. The Management Projections included prospective financial information for the Company on a standalone basis (the “Management Projections”).

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The Management Projections were not prepared with a view to public disclosure and are included in this proxy statement only because the Management Projections were made available to participants in the strategic and financial review process in connection with their due diligence review of the Company, and made available to Perella Weinberg for use in connection with its financial analyses. The Management Projections were not prepared with a view to compliance with (1) generally accepted accounting principles in the U.S. (“GAAP”) or any other jurisdiction, (2) the published guidelines of the SEC regarding projections and forward-looking statements; or (3) the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Neither the Company’s independent registered public accounting firm, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to the Management Projections or expressed any opinion or given any form of assurance with respect thereto or their achievability. The report of the Company’s independent registered public accounting firm incorporated by reference relates to the Company’s historical audited financial information only and does not extend to the prospective financial information and should not be read to do so. The summary of the Management Projections is included solely to give stockholders of the Company access to certain financial projections that were made available to the Board of Directors, Perella Weinberg and parties potentially interested in a transaction with the Company, including Parent.

Although a summary of the Management Projections is presented with numerical specificity, they reflect numerous assumptions and estimates as to future events made by the Company’s management that management believed were reasonable at the time the Management Projections were prepared, taking into account the relevant information available to the Company’s management at the time. However, this information should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Management Projections not to be achieved include general economic conditions, regulatory conditions, financial market conditions, the Company’s ability to achieve forecasted sales, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and changes in tax laws or accounting treatment. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. In addition, the Management Projections do not take into account any circumstances or events occurring after the date that they were prepared and do not give effect to the Merger. As a result, there can be no assurance that the Management Projections will be realized, and actual results may be materially better or worse than those contained in the Management Projections. The Management Projections cover multiple years, and such information by its nature becomes less reliable with each successive year.

The inclusion of the Management Projections in this proxy statement should not be regarded as an indication that the Board of Directors, the Company, Parent or any of their respective affiliates or representatives or any other recipient of this information considered, or now considers, the Management Projections to be predictive of actual future results. The summary of the Management Projections is not included in this proxy statement in order to induce any stockholder to vote in favor of the Merger Proposal or any of the other proposals to be voted on at the Special Meeting or for any other purpose. We do not intend to update or otherwise revise the Management Projections to reflect circumstances existing after the date when made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Management Projections are shown to be in error or no longer appropriate, except as otherwise required by law. In light of the foregoing factors and the uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the projections included in this proxy statement.

None of the Company, Parent or any of their respective affiliates, advisors, officers, directors or representatives has made or makes any representation to any Company stockholder or other person regarding the ultimate performance of the Company compared to the information contained in the Management Projections or that the Management Projections will be achieved. The Company has made no representation to Parent or Merger Sub, in the Merger Agreement or otherwise, concerning the Management Projections.

The Management Projections and the accompanying tables contain EBITDA (earnings before interest, taxes, depreciation and amortization) and unlevered free cash flow, each of which may be considered a non-GAAP

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financial measure within the meaning of applicable rules and regulations of the SEC. For purposes of the Management Projections, the Company defines unlevered free cash flow as net operating profit after tax, plus depreciation and amortization, minus capital expenditures, minus increases in working capital, plus decreases in working capital. The Company believes these measures are helpful in understanding its past financial performance and future results. These financial measures are not meant to be considered in isolation or as a substitute for the comparable GAAP measure and should be read in conjunction with the Company’s consolidated financial statements prepared in accordance with GAAP.

The following table summarizes the Management Projections. The Management Projections are forward-looking statements. For information on factors that may cause the Company’s future results to materially vary, see the information under the section captioned “Cautionary Statement Regarding Forward-Looking Statements.”

As noted above, the Management Projections reflect numerous estimates and assumptions made with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to our business, all of which are difficult to predict and many of which are beyond our control.

Financing of the Merger

We anticipate that the total funds needed by Parent and Merger Sub to (1) pay our stockholders and holders of equity awards the amounts due to them under the Merger Agreement and (2) pay related fees and expenses in connection with the Merger and associated transactions will be approximately $1.8 billion in the aggregate.

Parent entered into a senior facilities agreement, dated April 11, 2021, by and among DiaSorin Inc., as borrower, DiaSorin S.p.A., as original guarantor, Mediobanca—Banca di Credito Finanziario S.p.A., as agent, BNP Paribas, Italian Branch, Citibank, N.A., London Branch, Mediobanca—Banca di Credito Finanziario S.p.A. and UniCredit S.p.A., as bookrunners and mandated lead arrangers, and the financial institutions listed therein as original lenders (as amended, the “Senior Facilities Agreement”). The Senior Facilities Agreement provides for a term loan of $1.1 billion due 2026 and a bridge loan of $500 million due within 12 months of the date of the Senior Facilities Agreement, with two extension options (exercisable at Parent’s option), each for an additional 6 months.

On May 5, 2021, Parent issued €500 million senior unsecured equity-linked bonds due 2028 (the “Bond Offering”). In connection with the Bond Offering and as permitted by the Merger Agreement, Parent canceled the $500 million of bridge loan commitments under the Senior Facilities Agreement.

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We believe the amounts from the Senior Facilities Agreement and the Bond Offering, together with cash on hand, will be sufficient to complete the Merger and pay related fees and expenses in connection with the Merger and associated transactions and repay or refinance the outstanding indebtedness of the Company that will be payable as a result of the Merger, but we cannot assure you of that. Those amounts may be insufficient if, among other things, the fees, expenses or other amounts required to be paid in connection with the Merger are greater than anticipated.

Each of Parent and Merger Sub have expressly acknowledged and agreed that the closing and the consummation of the Merger is not conditioned on the availability of the funding under the Senior Facilities Agreement.

Closing and the Effective Time

The Merger Agreement provides that the closing of the Merger will take place no later than the third business day after the satisfaction or waiver of the conditions to closing of the Merger (described below under the caption “The Merger Agreement—Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing of the Merger) or such other time agreed to in writing by Parent and us.

Payment of Per Share Merger Consideration and Surrender of Stock Certificates

Promptly following the Effective Time, the Exchange Agent will send to each holder of record of shares of Common Stock (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent), a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the Per Share Merger Consideration.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the exchange agent without a letter of transmittal.

If you are a holder of record of shares of Common Stock, you will not be entitled to receive the Per Share Merger Consideration until (1) any certificate representing such shares of Common Stock is surrendered to the Exchange Agent, together with a properly completed letter of transmittal or (2) an “agent’s message” is received by the Exchange Agent in respect of any such shares that are uncertificated and held in book-entry form.

The letter of transmittal will include instructions if you have lost a share certificate or if such certificate has been stolen or destroyed. If any stock certificate shall have been lost, stolen or destroyed, then before you will be entitled to receive the Per Share Merger Consideration, you will have to make an affidavit of that fact claiming such stock certificate to be lost, stolen or destroyed and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such stock certificate.

Interests of Directors and Executive Officers in the Merger

In considering the recommendation of the Board of Directors with respect to the Merger, you should be aware that executive officers and directors of the Company may have certain interests in the Merger that may be different from, or in addition to, the interests of the Company’s stockholders generally, as more fully described below. The Board of Directors was aware of and considered these interests to the extent that they existed at the time, among other matters, in evaluating the Merger and in recommending that the Merger Agreement be adopted by the stockholders of the Company.

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Arrangements with Parent

As of the date of this proxy statement, none of our executive officers has entered into any agreement with Parent or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to or following the closing of the Merger certain of our executive officers may have discussions, or may enter into agreements with, Parent or Merger Sub or their respective affiliates regarding employment with the Surviving Corporation or one or more of its affiliates.

Indemnification and Insurance of Directors and Executive Officers

The Surviving Corporation and its subsidiaries will honor and fulfill in all respects the obligations of the Company and its subsidiaries under any indemnification agreements existing as of the Agreement Date between the Company or any of its subsidiaries and any of their respective current or former directors and officers for a period of six years following the Effective Time.

The Surviving Corporation will indemnify, defend and hold harmless current or former directors and officers of the Company and its subsidiaries with respect to all acts or omissions by them in their capacities as such or any transactions contemplated by the Merger Agreement for a period of six years following the Effective Time. During such six-year time period, Parent also will cause the certificate of incorporation, bylaws or other organizational documents of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and advancement of expenses for acts, errors, omissions and service prior to the Effective Time that are at least as favorable to the current or former directors and officers of the Company and its subsidiaries as those set forth in the Company’s and its subsidiaries’ organizational documents as of the Agreement Date and will not amend, repeal or otherwise modify these provisions in the organizational documents in any manner except as required by law.

The Merger Agreement also provides that, prior to the Effective Time, the Company will purchase a six-year “tail” policy and the Surviving Corporation will maintain such “tail” policy in full force and effect and continue to honor the obligations under the “tail” policy. This obligation is subject to an annual premium cap of 300% of the annual premium paid by the Company prior to the Effective Time. For more information see “The Merger Agreement—Indemnification and Insurance.”

Treatment of Equity-Based Awards

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Treatment of Employee Stock Purchase Plan

Following the Agreement Date, (i) with respect to any outstanding Option Period(s) (as defined in the Company’s ESPP) under the Company ESPP as of the Agreement Date, no participant can increase the percentage amount of his or her payroll deduction election in effect on the Agreement Date for such Option Period and no new participants can participate in such Option Period; (ii) no new Option Period will commence under the Company ESPP on or after the Agreement Date; (iii) any Option Period under the Company ESPP that does not end prior to the Effective Time will terminate and an Exercise Date (as such term is defined in the Company ESPP) will occur immediately prior to the Effective Time, in which case any shares of Common Stock purchased under the Option Period will be treated the same as all other shares of Common Stock; and (iv) immediately prior to the Effective Time, the Company ESPP will terminate. To the extent our executive officers participate in the Company ESPP, they will be entitled to the treatment described above.

Equity Interests of the Company’s Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of Common Stock that are currently held by each of the Company’s executive officers and non-employee directors, and the amounts that would be realized (subject to any required tax withholdings or deductions) by such individuals with respect to these shares based on the Per Share Merger Consideration assuming that the closing of the Merger occurs on September 1, 2021, which is the assumed closing date only for purposes of this compensation-related disclosure, but based on equity interests held as of April 20, 2021. The table below does not take into account any vesting or attempt to forecast any grants, additional issuances, purchases, sales or forfeitures of equity interests following April 20, 2021.

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Payments Upon Termination Following Change-in-Control

We have entered into employment agreements (“Employment Agreements”) with each of Nachum Shamir, Harriss T. Currie, Richard W. Rew, Todd C. Bennett, Randall J. Myers, Chuck Collins, Nancy M. Fairchild and Eric S. Shapiro. our executive officers, that provide for the payment of severance benefits if employment is terminated by us in connection with a change in control. The following descriptions of the terms of the Employment Agreements with our executive officers are intended as a summary only and are qualified in their entirety by reference to the employment agreements filed as exhibits to our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 26, 2021. For information regarding the potential total dollar value of the compensation that would be paid under the Employment Agreements with our named executive officers as of September 1, 2021 see below under “Golden Parachute Compensation.” The potential total dollar value of the compensation that would be paid under the Employment Agreements with our executive officers, other than our named executive officers, as of September 1, 2021 is $6,781,319.

Our Employment Agreements generally provide for severance payments (including premiums for certain continuing health, retirement and insurance benefits) where the executive’s employment is terminated by the Company or, in the case of Mr. Currie and Ms. Fairchild only, where the executive’s employment is terminated for any reason, in each case, within six months following a change in control, which includes the Merger (a “Qualifying Termination”).

Mr. Shamir’s Employment Agreement provides that upon a Qualifying Termination, he is entitled to 150% of (i) his base salary at the highest rate in effect for the six month period prior to the change of control and (ii) his prior year’s bonus amount. In addition, Mr. Shamir is also entitled to continuation of health benefits (including for his family) for a period of eighteen (18) months following Mr. Shamir’s Qualifying Termination to the extent permitted by the applicable plans and law. If the termination occurs other than for cause or as a result of Mr. Shamir’s voluntary termination, Mr. Shamir is entitled to additional severance in an amount equal to the prorated portion of his current year bonus to the extent the performance measures are achieved.

Other than Mr. Shamir, in the event of a Qualifying Termination, the Company must pay the executive’s prior year’s bonus amount and base salary at the highest rate in effect during the six months immediately prior to the change in control through the date of termination, in a lump sum within three business days of the date of termination. The executive (including for his or her family) is also entitled to continuation of certain health

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benefits for a period of twelve (12) months following his or her Qualifying Termination to the extent permitted by the applicable plans and law. Additionally, in the event the payment of any severance amounts payable pursuant to the Employment Agreements within six months of the date of the applicable executive’s Qualifying Termination would cause such executive to incur any additional tax under Section 409A of the Code, then payment of such amounts will be delayed until the date that is six months following such executive’s termination date.

Golden Parachute Compensation

This section sets forth the information required by Item 402(t) of Regulation S-K regarding the compensation for each of the Company’s named executive officers that is based on or otherwise relates to the Merger. This compensation is referred to as “golden parachute” compensation by the applicable SEC disclosure rules. The table below assumes that the closing of the Merger occurs on September 1, 2021 and the employment of the executive is terminated by the Company on such date. The table below is based on the equity interests held by the named executive officers as of April 20, 2021 and does not take into account any vesting or attempt to forecast any grants, additional issuances, purchases, sales or forfeitures of equity interests following April 20, 2021. Our named executive officers will not receive pension, non-qualified deferred compensation or other benefits in connection with the Merger.

The amounts set forth in the table are estimates based on the Per Share Merger Consideration. Some of the amounts set forth in the table would be payable solely by virtue of the consummation of the Merger. In addition to the assumptions regarding the consummation date of the Merger and the termination of employment, these estimates are based on certain other assumptions that are described in the footnotes accompanying the table below. Accordingly, the ultimate values to be received by a named executive officer in connection with the Merger will differ, and may differ substantially, from the amounts set forth below.

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Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the Merger to “U.S. holders” and “non-U.S. holders” (each as defined below) whose shares of Common Stock are converted into the right to receive cash in the Merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to our stockholders. This discussion is based the Internal Revenue Code of 1986, as amended (the “Code”), applicable U.S. Treasury regulations promulgated thereunder, judicial opinions, and administrative rulings and published positions of the Internal Revenue Service (the “IRS”), each as in effect as of the date hereof. These laws and authorities are subject to change, possibly on a retroactive basis, and any such change could affect the accuracy of the statements and conclusions set forth in this summary. We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

The summary applies only to beneficial owners who hold shares of Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment purposes), and is not intended for holders of Common Stock subject to special treatment under U.S. federal income tax law, including, without limitation, the following:

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This summary does not address any aspect of state, local or foreign tax laws, any estate or gift tax considerations, the application of the alternative minimum tax or any U.S. federal non-income taxes (including, for example, the additional 3.8% tax on certain net investment income that may be imposed under the Code) or any other form of taxation that may be applicable to a stockholder. Furthermore, it generally does not address the tax consequences of transactions effectuated before, after, or at the same time as the Merger, whether or not they are in connection with the Merger.

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Common Stock, the tax treatment of a partner of such partnership generally will depend on the status of the partner and the activities of the partner and the partnership. A partner of a partnership holding Common Stock should consult the partner’s tax advisor regarding the U.S. federal income tax consequences of the Merger to such partner.

U.S. Holders

For purposes of this summary, a “U.S. holder” is any beneficial owner of shares of Common Stock that is, for U.S. federal income tax purposes:

The exchange of shares of Common Stock for cash in the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. holder whose shares of Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received with respect to such shares (determined before the deduction of any applicable withholding taxes, as described below under “—Backup Withholding and Information Reporting”) and the U.S. holder’s adjusted tax basis in such shares. A U.S. holder’s adjusted tax basis will generally equal the price the U.S. holder paid for such shares. Gain or loss will be determined separately for each block of shares of Common Stock (i.e., shares of Common Stock acquired at the same cost in a single transaction). Such capital gain or loss will be long-term capital gain or loss, provided that the U.S. holder’s holding period for such shares of Common Stock is more than 12 months at the Effective Time. Long-term capital gains of non-corporate U.S. holders are generally subject to tax at a maximum rate of 20% under current law and short-term capital gains are generally subject to tax at ordinary income tax rates. There are limitations on the deductibility of capital losses.

Non-U.S. Holders

A “non-U.S. holder” is a beneficial owner of Common Stock that is not a U.S. holder or a partnership (or any other entity or arrangement that is treated as a partnership for U.S. federal income tax purposes). In such case, a non-U.S. holder whose shares of Common Stock are exchanged for cash in the Merger generally is not expected to be subject to U.S. federal income tax on any gain realized on such sale or exchange unless:

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A non-U.S. holder described in the first bullet point immediately above will be subject to regular U.S. federal income tax on any gain realized as if the non-U.S. holder were a U.S. holder, subject to an applicable income tax treaty providing otherwise. If such non-U.S. holder is a corporation, it may also be subject to a branch profits tax equal to 30% (or a lower treaty rate) of its effectively connected earnings and profits for the taxable year, as adjusted for certain items. A non-U.S. holder described in the second bullet point immediately above will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty between the United States and such non-U.S. holder’s country of residence) on any gain realized, which may be offset by U.S.-source capital losses, if any, provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

We believe we have not been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the five-year period preceding the Merger.

Backup Withholding and Information Reporting

Backup withholding of tax (currently at the rate of 24%) may apply to cash payments to which a non-corporate U.S. holder is entitled under the Merger Agreement, unless such U.S. holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules. Each of our U.S. holders that is a stockholder of record should complete and sign, under penalty of perjury, the Substitute Form W-9 included as part of the letter of transmittal and return it to the Exchange Agent, in order to provide the information and certification necessary to avoid backup withholding, unless an exemption applies and is established in a manner satisfactory to the Exchange Agent. A non-U.S. holder that that is a stockholder of record that provides the Exchange Agent with the applicable Form W-8 providing certification of non-U.S. status (such as a Form W-8BEN, W-8BEN-E or another appropriate version of Form W-8) will generally establish an exemption from backup withholding.

Backup withholding is not an additional tax. Any amounts withheld from cash payments to a stockholder pursuant to the Merger under the backup withholding rules will generally be allowable as a refund or a credit against such stockholder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

The U.S. federal income tax consequences described above are for general information purposes only and are not intended to constitute a complete description of all tax consequences relating to the Merger. Because individual circumstances may differ, each stockholder should consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder, the particular tax effects to the stockholder of the Merger in light of such stockholder’s particular circumstances and the application of state, local and foreign tax laws, if applicable.

Regulatory Approvals

Under the terms of the Merger Agreement, the Merger cannot be completed until, following the submission of required filings with the relevant governmental authorities, the waiting period applicable to the consummation of the Merger under the HSR Act has expired or been terminated.

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On April 23, 2021, the Company and Parent filed notification of the proposed Merger with the DOJ under the HSR Act.

In addition, under the terms of the Merger Agreement, the Merger cannot be completed until receipt of approval from the Committee on Foreign Investment in the United States and receipt of approval of a foreign investment filing with the French Ministry of Economy.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the Merger, including the requirement to divest assets, or require changes to the terms of the Merger Agreement. These conditions or changes could result in the conditions to the Merger not being satisfied on a timely basis or at all.

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THE MERGER AGREEMENT

This section describes the material terms of the Merger Agreement. The descriptions of the Merger Agreement in this section and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement. You are encouraged to read the Merger Agreement carefully and in its entirety before making any decisions regarding the Merger, including approval of the Merger Proposal, as it is the legal document governing the Merger. This section is not intended to provide you with any factual information about the Company, Parent or Merger Sub. Such information can be found elsewhere in this proxy statement and in the public filings the Company makes with the SEC, as described under the heading “Where You Can Find More Information” beginning on page 89 of this proxy statement.

Explanatory Note Regarding the Merger Agreement

The following summary describes the material provisions of the Merger Agreement. The rights and obligations of the parties under the Merger Agreement are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (1) were made only for purposes of the Merger Agreement and as of specific dates; (2) were made solely for the benefit of the parties to the Merger Agreement; and (3) may be subject to important qualifications, limitations and supplemental information agreed to by Parent, Merger Sub and the Company in connection with negotiating the terms of the Merger Agreement. The representations and warranties may also be subject to a contractual standard of materiality different from those generally applicable to reports and documents filed with the SEC and in some cases were qualified by confidential matters disclosed to Parent and Merger Sub by the Company in connection with the Merger Agreement. In addition, the representations and warranties may have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the Agreement Date. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential Company disclosure letter to the Merger Agreement (the “Company Disclosure Letter”) or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, Parent, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding the Company and our business.

The Merger

Effects of the Merger; Certificate of Incorporation; Bylaws; Officers and Directors

Upon the terms and subject to the conditions of the Merger Agreement, at the Effective Time, Merger Sub will merge with and into the Company in accordance with the DGCL. The Company will be the surviving corporation in the Merger (the “Surviving Corporation”), will become a wholly owned indirect subsidiary of Parent and will

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continue to exist following the Merger. As a result of the Merger, the Company will cease to be a publicly traded company. In addition, our Common Stock will subsequently be delisted from NASDAQ and deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

At the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation will be amended and restated as provided in the Merger Agreement. The directors of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the directors of the Merger Sub immediately prior to the Effective Time. The officers of the Surviving Corporation will, from and after the Effective Time, be the individuals who are the officers of the Company immediately prior to the Effective Time.

Closing and Effective Time

The closing of the Merger will take place no later than the third business day after the satisfaction or waiver of the conditions to closing of the Merger (described below under the caption “The Merger Agreement – Conditions to the Closing of the Merger”) (other than those conditions that by their terms are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of such conditions at the closing of the Merger) or such other time agreed to in writing by Parent and us. At the closing of the Merger, the Company will file a certificate of merger with the Secretary of State of the State of Delaware as provided under the DGCL. The Merger will become effective upon the filing of the certificate of merger or at such later time as is agreed by the parties to the Merger Agreement and specified in the certificate of merger.

Treatment of Common Stock

In the Merger, each outstanding share of our Common Stock outstanding immediately prior to the Effective Time (other than Excluded Shares) will be converted into the right to receive an amount in cash equal to $37.00, without interest thereon (the “Per Share Merger Consideration”).

Treatment of Options and Restricted Stock Units

As a result of the Merger, the treatment of the Company’s equity awards that are outstanding immediately prior to the Effective Time will be as follows:

Company Stock Options

As of immediately prior to the Effective Time, and conditioned upon the occurrence of the Effective Time, and without any action on the part of any holder of Company Options, (i) all unvested Company Options which are outstanding as of immediately prior to the Effective Time shall fully vest and become exercisable, and become vested Company Options, and (ii) to the extent not exercised prior to the Effective Time, each Company Option shall be canceled at the Effective Time, with the former holder of such canceled Company Option becoming entitled to receive in consideration of the cancellation of such Company Option, an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to: (A) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such Company Option; multiplied by (B) the number of shares of Common Stock underlying such Company Option (the “Company Option Merger Consideration”). If the exercise price per share of any Company Option is equal to or greater than the Per Share Merger Consideration, such Company Option shall be canceled and terminated without any consideration in respect thereof. Parent shall cause the Surviving Corporation to pay the Company Option Merger Consideration, without interest thereon and subject to deduction for any required withholding taxes, at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) business days after the Effective Time).

Company Restricted Stock Units

At the Effective Time, all Unvested Company RSUs which are outstanding as of immediately prior to the Effective Time will fully vest, and each Company RSU that is outstanding immediately prior to the Effective

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Time will be canceled at the Effective Time, with the former holder of such canceled Company RSU becoming entitled to receive, in consideration of the cancellation of such Company RSU, an amount in cash (without interest and subject to deduction for any required withholding taxes) equal to (A) the Merger Consideration multiplied by (B) the number of shares of Company Common Stock subject to such Company RSU (the “Company RSU Merger Consideration”). The Surviving Corporation will pay the Company RSU Merger Consideration without interest thereon and subject to deduction for any required withholding taxes at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) business days after the Effective Time).

Company Restricted Stock

At the Effective Time, all unvested shares of Company Restricted Stock which are outstanding as of immediately prior to the Effective Time will fully vest and become unrestricted Common Stock, and each such share of Common Stock outstanding immediately prior to the Effective Time will be cancelled and cease to exist and will be converted into the right to receive the Company Restricted Stock Merger Consideration; provided that the Company Restricted Stock Merger Consideration will be paid by the Surviving Corporation at the Effective Time or as soon as practicable thereafter (but in no event later than ten (10) business days after the Effective Time).

Termination of Company ESPP

Following the Agreement Date, (i) with respect to any outstanding Option Period(s) (as defined in the Company ESPP) under the Company ESPP as of the Agreement Date, no participant can increase the percentage amount of his or her payroll deduction election in effect on the Agreement Date for such Option Period and no new participants can participate in such Option Period; (ii) no new Option Period will commence under the Company ESPP on or after the Agreement Date; (iii) any Option Period under the Company ESPP that does not end prior to the Effective Time will terminate and an Exercise Date (as such term is defined in the Company ESPP) will occur immediately prior to the Effective Time, in which case any shares of Common Stock purchased under the Option Period will be treated the same as all other shares of Common Stock in the Merger; and (iv) immediately prior to the Effective Time, the Company ESPP will terminate.

Payment of Per Share Merger Consideration and Surrender of Stock Certificates

Prior to the Effective Time, Parent will appoint an agent reasonably acceptable to us (the “Exchange Agent”) to make payments of the Per Share Merger Consideration to stockholders. At or prior to the Effective Time, Parent shall provide or cause to be provided to the Exchange Agent cash sufficient to pay the aggregate Per Share Merger Consideration to stockholders (less any Per Share Merger Consideration in respect of any dissenting shares).

Promptly following the Effective Time, the Exchange Agent will send to each holder of record of shares of Common Stock (other than the Company, Parent, Merger Sub or any subsidiary of the Company or Parent), a letter of transmittal and instructions advising stockholders how to surrender stock certificates and book-entry shares in exchange for the Per Share Merger Consideration.

You should not return your stock certificates with the enclosed proxy card, and you should not forward your stock certificates to the exchange agent without a letter of transmittal.

Each holder of shares of Common Stock (other than Company Restricted Stock) that have been converted into the right to receive the Per Share Merger Consideration shall be entitled to receive, upon (1) surrender to the Exchange Agent of the certificate representing such shares of Common Stock, together with a properly completed letter of transmittal or (2) receipt of an “agent’s message” by the Exchange Agent (or such other evidence of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of uncertificated shares, the Per Share Merger Consideration in respect of the Common Stock represented by such certificate or uncertificated shares. The amount of any Per Share Merger Consideration paid to the stockholders may be reduced by any applicable withholding taxes.

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If any cash deposited with the Exchange Agent is not claimed within one year following the Effective Time, such cash will be returned to Parent, upon demand, and any holders of Common Stock who have not complied with the exchange procedures in the Merger Agreement will thereafter look only to Parent for payment of the Per Share Merger Consideration. Any cash deposited with the Exchange Agent that remains unclaimed immediately prior to the time at which such amounts would otherwise become property of a Governmental Authority will, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any person previously entitled thereto.

The letter of transmittal will include instructions if a stockholder has lost a share certificate or if such certificate has been stolen or destroyed. If any stock certificate shall have been lost, stolen or destroyed, then before such stockholder will be entitled to receive the Per Share Merger Consideration, such stockholder will have to make an affidavit of that fact claiming such stock certificate to be lost, stolen or destroyed and, if required by Parent, post a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such stock certificate.

Appraisal Rights

Stockholders are entitled to appraisal rights under the DGCL in connection with the Merger. This means that you are entitled to have the fair value of your shares of Common Stock determined by the Delaware Court of Chancery and to receive payment based on that valuation in lieu of the Per Share Merger Consideration if you follow exactly the procedures specified under the DGCL. The ultimate amount you receive in an appraisal proceeding may be less than, equal to or more than the amount you would have received under the Merger Agreement.

To exercise your appraisal rights, you must submit a written demand for appraisal to the Company before the vote is taken on the Merger Agreement and you must not vote (either in person or by proxy) in favor of the proposal to adopt the Merger Agreement. Your failure to follow exactly the procedures specified under the DGCL may result in the loss of your appraisal rights. See “Appraisal Rights” beginning on page 83 and the text of the Delaware appraisal rights statute reproduced in its entirety as Annex B to this proxy statement. If you hold your shares of Common Stock through a bank, brokerage firm or other nominee and you wish to exercise appraisal rights, you should consult with your bank, brokerage firm or other nominee to determine the appropriate procedures for the making of a demand for appraisal by your bank, brokerage firm or other nominee.

THE PROCESS OF DEMANDING AND EXERCISING APPRAISAL RIGHTS REQUIRES STRICT COMPLIANCE WITH TECHNICAL PREREQUISITES. IF YOU WISH TO EXERCISE YOUR APPRAISAL RIGHTS, YOU SHOULD CONSULT WITH YOUR OWN LEGAL COUNSEL IN CONNECTION WITH COMPLIANCE UNDER SECTION 262 OF THE DGCL, THE FULL TEXT OF WHICH IS ATTACHED TO THIS PROXY STATEMENT AS ANNEX B.

Representations and Warranties

The Merger Agreement contains representations and warranties of the Company, Parent and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by the Company are qualified as to “materiality” or “Company Material Adverse Effect.” For purposes of the Merger Agreement, “Company Material Adverse Effect” means any event, effect, occurrence, fact, circumstance, condition or change that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on (a) the business, operations, condition (financial or otherwise) or results of operations of the Company and its subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by the Merger Agreement; provided, however, that with respect to clause (a) only, none of the following will be deemed in and of themselves, either alone or in combination, to constitute, and except as provided below, none of

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the following will be taken into account in determining whether there is, or would reasonably be likely to be, a Company Material Adverse Effect:

except, in the case of the first, second, third, fourth, sixth and eighth items described in the above bullet points, to the extent the Company or its subsidiaries are disproportionately affected thereby as compared with other

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participants in the industries in which the Company and its subsidiaries operate (in which case the disproportionate impact or impacts may be taken into account in determining whether there is, or would reasonably be likely to be, a Company Material Adverse Effect).

In the Merger Agreement, the Company has made customary representations and warranties to Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and the Company Disclosure Letter. These representations and warranties relate to, among other things:

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In the Merger Agreement, Parent and Merger Sub have made customary representations and warranties to the Company that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

The representations and warranties contained in the Merger Agreement will not survive the consummation of the Merger.

Conduct of Business Prior to Effective Time

The Merger Agreement provides that, except (1) as expressly contemplated, required or expressly permitted by the Merger Agreement; (2) as required by applicable law; (3) as disclosed in the Company Disclosure Letter; (4) as approved by the Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed); or (5) for any actions taken reasonably and in good faith in response to COVID-19, during the period of time between the Agreement Date and the Effective Time, the Company will and will cause each of its subsidiaries to:

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In addition, the Company has also agreed that, except as (1) expressly contemplated, required or expressly permitted by the Merger Agreement; (2) disclosed in the Disclosure Letter; or (3) approved by the Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), during the period of time between the Agreement Date and the Effective Time, the Company will not, and will cause each of its subsidiaries not to, among other things:

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No Solicitation or Negotiation of Takeover Proposals

From the Agreement Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed not to, and to cause its subsidiaries and its and their respective representatives not to:

Exceptions

Notwithstanding the restriction described above, at any time prior to the adoption of the Merger Agreement by the Company’s stockholders, the Company and its representatives may (i) provide information in response to a request therefor by a person who makes an unsolicited bona fide Acquisition Proposal following the Agreement Date if (x) such Acquisition Proposal did not result from a violation of the restriction described above, (y) prior to providing such information, the Company receives from such person an executed confidentiality agreement on terms that, taken as a whole, are not materially less restrictive to the other party than those contained in the confidentiality agreement previously executed by the Company and the Parent and (z) the Company promptly (and in any event within twenty-four (24) hours thereafter) makes available to Parent any non-public information concerning the Company or its subsidiaries that the Company provides to any such person that was not previously made available to Parent; (ii) engage or participate in any discussions or negotiations with any person who has made such an unsolicited Acquisition Proposal; or (iii) authorize, adopt, approve, recommend or otherwise declare advisable or propose to authorize, adopt, approve, recommend or declare advisable (publicly or otherwise) such an Acquisition Proposal, if and only if, (A) prior to taking any action described in clause (i), (ii) or (iii) above, the Board of Directors determines in good faith (after consultation with the Company’s outside legal and financial advisors) based on the information then available that the failure to take such action would be inconsistent with the directors’ fiduciary duties under applicable Law, (B) prior to taking any action described in clause (i) or (ii) above, the Board of Directors has determined in good faith (after consultation with the Company’s outside legal and financial advisors) based on information then available that such Acquisition Proposal either constitutes a Superior Proposal or is reasonably likely to result in a Superior Proposal and (C) in the case referred to in clause (iii) above, the Board of Directors determines in good faith that such Acquisition Proposal is a Superior Proposal and the Company has complied its obligations under the Merger Agreement with respect to such Acquisition Proposal prior to taking such action.

For purposes of this proxy statement and the Merger Agreement:

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No Change in Recommendation or Alternative Acquisition Agreement

As described above, and subject to the provisions described below, the Board of Directors has made the recommendation that the holders of shares of Common Stock vote “FOR” the Merger Proposal.

Prior to the adoption of the Merger Agreement by stockholders, the Board of Directors may not (with any action described in the following bullets being referred to as a “Company Board Recommendation Change”):

In addition, the Board of Directors may not cause or permit the Company or any of its subsidiaries to enter into an Alternative Acquisition Agreement relating to any Acquisition Proposal.

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Fiduciary Exception

Notwithstanding the foregoing, prior to the adoption of the Merger Agreement by the stockholders of the Company:

provided, however, that neither the Board of Directors nor the Company will take any such action unless:

Certain Permitted Disclosure

Nothing in the Merger Agreement will prevent the Company from complying with its disclosure obligations under U.S. federal securities laws with regard to an Acquisition Proposal, except that the Company must nevertheless comply with its obligations under the Merger Agreement with respect to resolving to make or making a Company Board Recommendation Change.

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Existing Discussions

The Company was required under the terms of the Merger Agreement to immediately cease any existing activities, discussions or negotiations with any parties conducted prior to the Agreement Date with respect to any Acquisition Proposal, to request the prompt return or destruction of all non-public information concerning the Company or its subsidiaries furnished under a confidentiality agreement, to immediately cease providing any further information to any such person and to promptly terminate all access granted to any physical or electronic data room to any such person.

Company Stockholders Meeting

The Company must take, in accordance with applicable law and its certificate of incorporation and bylaws, all action necessary to convene a meeting of holders of the Common Stock (the “Stockholders Meeting”) as promptly as reasonably practicable after the execution of the Merger Agreement to consider and vote upon the adoption of the Merger Agreement.

Proxy Statement

The Company must prepare and file with the SEC, as promptly as practicable after the Agreement Date, this proxy statement in preliminary form relating to the Stockholders Meeting (such proxy statement, including any amendment or supplement thereto, the “Proxy Statement”) and, subject to the Company’s ability to make a Company Board Recommendation Change as described above, will include the Company Board Recommendation in the Proxy Statement. Each of Parent and the Company are required provide the other with information as may be reasonably necessary or advisable in connection with this Proxy Statement.

Efforts to Complete the Merger; Regulatory Approvals

The Company and Parent agreed to cooperate with each other and use their respective reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under the Merger Agreement and applicable laws, including antitrust laws, to consummate and make effective the Merger as soon as practicable, including preparing and filing as promptly as practicable (and in any event making appropriate filings pursuant to the HSR Act within ten business days of the Agreement Date) all documentation to effect all necessary notices, reports and other filings to, and to obtain as promptly as practicable all consents, registrations, approvals, permits and authorizations necessary or advisable to be obtained from, any third party and/or any governmental authority in order to consummate the Merger and the transactions contemplated by the Merger Agreement and executing and delivering any additional instruments necessary to consummate the Merger and other transactions contemplated by the Merger Agreement and to fully carry out the purposes of the Merger Agreement.

In furtherance of the foregoing, the Company and Parent are required to submit, or cause to be submitted as promptly as practicable following the Agreement Date, (a) a draft of the joint notice (“CFIUS Notice”) to CFIUS and each member agency thereof, acting in such capacity contemplated under 31 C.F.R. § 800.501(g) with respect to the Merger, (b) as promptly as practicable after receiving feedback from CFIUS regarding the draft CFIUS Notice referenced in clause (a), a formal CFIUS Notice as contemplated by 31 C.F.R. § 800.501(a), and (c) as soon as possible (and in any event in accordance with applicable regulatory requirements) any other submissions that are formally requested by CFIUS to be made, or which the Company and Parent mutually agree should be made, in each case in connection with the Merger Agreement and the transactions contemplated by the Merger Agreement. Parent shall be responsible for all filing fees payable to a Governmental Authority in connection with all filings pursuant to Antitrust Laws or the CFIUS Notice hereunder.

The Company and Parent have each agreed to take or cause to be taken the following actions: (1) the prompt provision to each and every federal, state, local or foreign court or governmental authority of non-privileged

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information and documents requested by any governmental authority or to permit consummation of the transactions contemplated by the Merger Agreement and (2) the prompt use of its reasonable best efforts to take any and all steps necessary to resist, vacate, modify, reverse, suspend, prevent, eliminate, avoid or remove such actual, anticipated, or threatened injunction, decision, order, judgment, determination, decree, or enactment so as to permit the consummation of the transactions on a schedule as close as possible to that contemplated by the Merger Agreement.

However, neither the Company nor any of its subsidiaries will be required to agree to the payment of a consent fee, “profit sharing” payment or other consideration (including increased or accelerated payments) or the provision of additional security (including a guaranty), in connection with the Merger, including in connection with obtaining any consent pursuant to any material contract of the Company in each case unless payment, consideration or security is contingent upon the occurrence of the closing of the Merger.

Convertible Note Hedge Options and Convertible Note Warrants

Prior to the Effective Time, the Company will, at Parent’s request, use commercially reasonable efforts to cooperate with Parent so that the call options entered into in connection with the Convertible Notes (the “Convertible Note Hedge Options”) and the Convertible Note Warrants are terminated at or as promptly as practicable following the Effective Time. The Company will cooperate with Parent in connection with any discussions, negotiations or agreements with the counterparties to the Convertible Note Hedge Options and the Convertible Note Warrants with respect to any determination, adjustment, cancellation, termination, exercise, settlement or computation in connection with the Convertible Note Hedge Options or the Convertible Note Warrants, including with respect to any cash amounts or shares of Common Stock that may be receivable, issuable, deliverable or payable by the Company under the Convertible Note Hedge Options and the Convertible Note Warrants; provided that the Company is not be required to enter into any agreements unless the agreements are subject to the occurrence of the Effective Time. The Company will not, without Parent’s prior written consent, (x) make any amendments, modifications or other changes to the terms of, or agree to any adjustment under or amounts due upon termination, cancellation or settlement of, the Convertible Note Hedge Options or the Convertible Note Warrants, (y) exercise any right it may have to terminate, or cause the early settlement, exercise or cancellation of, any of the Convertible Note Hedge Options or the Convertible Note Warrants or (z) enter into any discussions, negotiations or agreements with the counterparties to Convertible Note Hedge Options and the Convertible Note Warrants with respect to any of the foregoing.

Indemnification and Insurance

The Merger Agreement provides that the Surviving Corporation, its subsidiaries and Parent will honor and fulfill in all respects the indemnification, exculpation, and advancement obligations of the Company and its subsidiaries and the current or former directors and/or officers of the Company or any of the Company’s subsidiaries (the “Indemnified Persons”) for acts or omissions occurring at or prior to the Effective Time, in each case as provided in the Company’s or its subsidiaries’ certificate of incorporation or bylaws or other similar organizational documents and any indemnification agreement between any Indemnified Person and the Company or any of its subsidiaries (in each case, as in effect on the Agreement Date). In addition, during the six-year period commencing at the Effective Time, the Surviving Corporation and its subsidiaries will (and Parent will cause the Surviving Corporation and its subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses with respect to acts or omissions prior to the Effective Time that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the Company’s or its subsidiaries’ certificate of incorporation or bylaws or other similar organizational documents as of the Agreement Date, as applicable, and such provisions will not be repealed, amended or otherwise modified (whether by operation of law or otherwise) in any manner except as required by applicable law.

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In addition, the Merger Agreement provides that, during the six-year period commencing at the Effective Time, the Surviving Corporation will (and Parent must cause the Surviving Corporation to) indemnify and hold harmless each Indemnified Person, from and against any costs, fees and expenses (including, to the extent applicable, a duty to advance reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, arising, directly or indirectly, out of or pertaining, directly or indirectly, to (1) any action or omission, or alleged action or omission, in such Indemnified Person’s capacity as a director, officer, employee or agent of the Company or the Company’s subsidiaries or other affiliates that occurred prior to or at the Effective Time; and (2) any of the transactions contemplated by the Merger Agreement; provided, however that if, at any time during the six-year period commencing at the Effective Time, any Indemnified Person delivers to Parent a written notice asserting a claim for indemnification or advancement as described above, then the claims asserted in such notice will survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. In the event of any such claim, the Surviving Corporation shall pay all and/or advance reasonable fees and expenses of any counsel retained by an Indemnified Person promptly after statements therefor are received. No Indemnified Person shall be liable for any settlement effected without his or her prior express written consent.

In addition, without limiting the foregoing, the Merger Agreement requires that prior to the Effective Time, the Company shall purchase a six-year “tail” prepaid policy on the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”); provided, that the Company shall not be permitted to expend, on such “tail” policy, an annual premium amount in excess of three hundred percent (300%) of the annual premium currently paid by the Company for the D&O Insurance; provided, further, that, if the amount necessary to procure such “tail” policy exceeds such maximum amount, the Company shall procure as much coverage as may be obtained for such maximum amount. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder.

Employee Benefits

From the Effective Time until the first anniversary of the closing of the Merger, Parent has agreed to the following for each employee of the Company and its subsidiaries who continues in the employ of Parent (each a “Covered Employee”):

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However, nothing in the Merger Agreements will (i) be construed to limit the right of Parent, the Company, or any of the Company Subsidiaries (including, following the Effective Time, the Surviving Corporation) to amend or terminate any Company Plan or other employee benefit or compensation plan, program, agreement or arrangement to the extent such amendment or termination is permitted by the terms of the applicable plan, (ii) be construed as an amendment to any Company Plan or other employee benefit or compensation plan, program, agreement or arrangement, (iii) be construed to require Parent, the Company, or any of its subsidiaries (including, following the Effective Time, the Surviving Corporation) to retain the employment of any particular person for any fixed period of time following the Effective Time; or (iv) create any third-party beneficiary rights or obligations in any person (including any Covered Employee).

Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including covenants related to:

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