Exhibit 2.1 Agreement and Plan of Merger by and Among: Diasorin S.p.a. Diagonal Subsidiary Inc. And Luminex Corporation

• Date: 20 November 2021
• Section: Merger Agreements

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

BY AND AMONG:

DIASORIN S.P.A.

DIAGONAL SUBSIDIARY INC.

AND

LUMINEX CORPORATION

DATED AS OF

APRIL 11, 2021

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ARTICLE I THE MERGER 1 Section 1.1 The Merger 1 Section 1.2

Conversion of Shares of Common Stock 2 Section 1.3 Surrender and Payment

3 Section 1.4 Dissenting Shares 4 Section 1.5 Company Equity Awards 5

Section 1.6 Withholding Rights 6 Section 1.7 Lost Certificates 6

Section 1.8 Adjustments to Merger Consideration 7 ARTICLE II THE SURVIVING

CORPORATION 7 Section 2.1 Certificate of Incorporation 7 Section 2.2

Bylaws 7 Section 2.3 Directors and Officers 7 ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY 7 Section 3.1 Organization

8 Section 3.2 Capitalization 8 Section 3.3 Authorization; No Conflict

9 Section 3.4 Subsidiaries 10 Section 3.5 SEC Reports and Financial

Statements 11 Section 3.6 Absence of Material Adverse Changes, etc 12

Section 3.7 Litigation 12 Section 3.8 Broker’s or Finder’s Fees 12

Section 3.9 Employee Plans 12 Section 3.10 Opinion of Financial Advisor

14 Section 3.11 Taxes 14 Section 3.12 Compliance with Laws; Permits 15

Section 3.13 Regulatory Matters 16 Section 3.14 Intellectual Property 17

Section 3.15 Employment Matters 20 Section 3.16 Insurance 20 Section

3.17 Material Contracts 21 Section 3.18 Real Property 22 Section 3.19

Inapplicability of Anti-takeover Statutes 23 Section 3.20 Environmental

Matters 23 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER

SUBSIDIARY 23 Section 4.1 Organization 23 Section 4.2 Authorization;

No Conflict 23 Section 4.3 No Legal Proceedings Challenging the Merger

24 Section 4.4 Ownership of Company Common Stock 24 Section 4.5 Broker’s

or Finder’s Fees 25 Section 4.6 Activities of Merger Subsidiary 25

Section 4.7 Disclosure Documents 25 Section 4.8 Solvency 25 Section

4.9 Certain Arrangements 26 Section 4.10 Financing 26 Section 4.11 No

Other Company Representations or Warranties 27 ii

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ARTICLE V COVENANTS 27 Section 5.1 Access and Investigation 27 Section

5.2 Operation of the Company’s Business 28 Section 5.3 Acquisition

Proposals 30 Section 5.4 Proxy Filing 34 Section 5.5 Stockholders

Meeting 34 Section 5.6 Filings; Other Actions; Notification 34 Section

5.7 Stock Exchange De-listing 37 Section 5.8 Public Announcements 37

Section 5.9 Indenture; Convertible Note Hedge Options and Warrants 38

Section 5.10 Directors and Officers Exculpation, Indemnification and Insurance

38 Section 5.11 Transaction Litigation 40 Section 5.12 Rule 16b-3 40

Section 5.13 Employee Matters 40 Section 5.14 Confidentiality 42 Section

5.15 Financing 42 Section 5.16 Obligations of Merger Subsidiary 46

Section 5.17 Parent Vote 46 Section 5.18 Works Councils 46 Section 5.19

Takeover Statutes 46 Section 5.20 Notification of Certain Matters 46

Section 5.21 Tax Cooperation 47 ARTICLE VI CONDITIONS TO MERGER 47

Section 6.1 Conditions to Each Party’s Obligation to Effect the Merger 47

Section 6.2 Additional Parent and Merger Subsidiary Conditions 47 Section

6.3 Additional Company Conditions 48 ARTICLE VII TERMINATION 49

Section 7.1 Termination 49 Section 7.2 Notice of Termination 50

Section 7.3 Effect of Termination 50 Section 7.4 Company Termination Fees

51 ARTICLE VIII MISCELLANEOUS PROVISIONS 52 Section 8.1 Amendment or

Supplement 52 Section 8.2 Extension of Time, Waiver, etc 52 Section 8.3

No Survival 52 Section 8.4 Entire Agreement; No Third Party Beneficiary

52 Section 8.5 Applicable Law; Jurisdiction 53 Section 8.6 Non-Reliance

55 Section 8.7 Assignment 56 Section 8.8 Notices 56 Section 8.9

Severability 57 Section 8.10 Construction 57 Section 8.11

Counterparts; Signatures 58

Exhibit A Definitions Exhibit B Certificate of Incorporation of the

Surviving Corporation Exhibit C Bylaws iii

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of

April 11, 2021 (the “Agreement Date”) by and among DiaSorin S.p.A., a società

per azioni organized under the laws of the Republic of Italy (“Parent”),

Diagonal Subsidiary Inc., a Delaware corporation and wholly owned indirect

subsidiary of Parent (“Merger Subsidiary”), and Luminex Corporation, a Delaware

corporation (the “Company”). Certain capitalized terms used in this Agreement

are defined in Exhibit A.

RECITALS

WHEREAS, the parties hereto intend that, on the terms and subject to the

conditions set forth herein, Merger Subsidiary shall merge with and into the

Company, with the Company being the surviving corporation (the “Merger”);

WHEREAS, the board of directors of the Company (the “Company Board”) has

unanimously (i) determined that this Agreement and the Transactions, including

the Merger, are fair to and in the best interests of the Company and its

stockholders, (ii) approved and declared advisable this Agreement and the

Transactions, (iii) resolved to recommend that the Company’s stockholders adopt

this Agreement and approve the Merger and (iv) directed that this Agreement be

submitted to the Company’s stockholders for their adoption;

WHEREAS, each of the boards of directors of Parent and Merger Subsidiary has (i)

approved and declared advisable this Agreement and the Transactions, including

the Merger, upon the terms and subject to the conditions set forth herein and

(ii) determined that this Agreement and the Transactions, including the Merger,

are fair to, and in the best interests of, Parent and Merger Subsidiary,

respectively;

WHEREAS, Parent shall, or shall cause the direct holder of the stock of Merger

Subsidiary to, immediately following execution and delivery of this Agreement,

adopt this Agreement in its capacity as sole stockholder of Merger Subsidiary;

and

WHEREAS, the Company, Parent and Merger Subsidiary desire to make certain

representations, warranties, covenants and agreements in connection with this

Agreement and to set forth certain conditions to the Merger.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and premises contained

in this Agreement and for other good and valuable consideration, the receipt and

adequacy of which are hereby acknowledged, the parties to this Agreement agree

as follows:

ARTICLE I THE MERGER

Section 1.1 The Merger. (a) Upon the terms and subject to the satisfaction

or waiver (to the extent permitted by applicable Law) of the conditions set

forth in Article VI (other than those conditions that by their terms are to be

satisfied at the Closing, but subject to the satisfaction or waiver (to the

extent permitted by applicable Law) of such conditions at the Closing), at the

Effective Time, Merger Subsidiary shall be merged with and into the Company in

accordance with the Delaware General Corporation Law (the “DGCL”) whereupon the

separate existence of Merger Subsidiary shall cease, and the Company shall be

the surviving corporation (the “Surviving Corporation”) as a wholly owned

indirect Subsidiary of Parent.

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