The Securities Commission has granted an application by Luminex Corporation for an order declaring that it has ceased to be a reporting issuer in all Canadian jurisdictions where it held this status. This decision is based on the Securities Act, R.S.O. 1990, c. S.5, as amended, specifically section 1(10)(a)(ii).
Luminex Corporation, a Delaware corporation, became a reporting issuer in Canada following a 2007 plan of arrangement where it acquired TM Bioscience Corporation. The company’s common shares were listed on NASDAQ and subject to SEC reporting obligations, but not listed or traded on any Canadian marketplace.
On April 11, 2021, Luminex entered into a merger agreement with DiaSorin S.p.A., resulting in an all-cash acquisition valued at approximately US$1.8 billion, completed on July 14, 2021. Following the acquisition, Luminex became a wholly owned subsidiary of DiaSorin, delisted from NASDAQ, and terminated its SEC registration.
Luminex is not an OTC reporting issuer and has no securities outstanding other than common stock held by DiaSorin. The securities are owned by fewer than 15 security holders in each Canadian jurisdiction and fewer than 51 worldwide, with no public trading.
Despite being in default for not filing certain proxy materials and material change reports in Canada, all required materials are available on the SEC’s EDGAR system. Luminex was not eligible for the simplified procedure due to these defaults but has been granted the order as it met the necessary legislative test.
Consequently, Luminex Corporation is no longer a reporting issuer in any Canadian jurisdiction.