Contract analysis

I. Executive Summary Calderwood & Harkness LLP represents Aurelius Global Media Group PLC ("Aurelius" or "AGMG") in connection with the proposed carve-out and sale of 100% of the membership interests in Meridian Press Holdings LLC ("MPH" or "Meridian Press") by Aurelius Media Holdings Inc. ("AMH"), a wholly owned Delaware subsidiary of Aurelius, to Ridgeline Publishing Acquisition Corp. ("Ridgeline" or "Buyer"), a ne

II. Transaction Overview The following summarizes the material terms and parties relevant to this antitrust and regulatory analysis. Seller. Aurelius Media Holdings Inc. is a Delaware corporation (Secretary of State file no. 5987324) and a wholly owned US holding subsidiary of Aurelius Global Media Group PLC, a public limited company organized under the laws of England and Wales (Companies House No. 08431276). AMH wa

III. Hart-Scott-Rodino Act Analysis A. Applicability and Jurisdictional Thresholds The HSR Act (15 U.S.C. § 18a) and the implementing rules promulgated by the Federal Trade Commission at 16 C.F.R. Parts 801 through 803 require that parties to certain acquisitions of voting securities, assets, or non-corporate interests file a Notification and Report Form with both the FTC and the Antitrust Division of the U.S. Depart

IV. Canadian Competition Act Analysis A. Applicability. MPH's subsidiary, Meridian Press Canada ULC, is an unlimited liability company organized under the laws of British Columbia, with leased office and warehouse locations in Toronto, Ontario, and Vancouver, British Columbia. Meridian Press Canada ULC is responsible for the distribution, marketing, and sale of Meridian Press publications in the Canadian market and e

V. Substantive Antitrust Risk Assessment A. Relevant Markets The substantive antitrust analysis of the proposed transaction requires identification of the relevant product and geographic markets in which the merging parties compete or could potentially compete. Product Markets. MPH's business encompasses three principal product categories: (i) trade and mass-market book publishing (Meridian Books imprint), including

VI. CFIUS Analysis A. Overview of CFIUS Jurisdiction The Committee on Foreign Investment in the United States ("CFIUS") is an interagency committee of the US government that reviews certain transactions involving foreign persons that could result in foreign control of, or certain other investments in, US businesses. CFIUS has the authority to review, modify, and potentially block or unwind transactions that threaten

VII. Other Foreign Investment and Antitrust Jurisdictions We have also considered whether the proposed transaction may trigger antitrust or foreign investment filing requirements in jurisdictions outside the United States and Canada. Based on MPH's revenue footprint, which is predominantly concentrated in the United States and Canada, no additional filings have been identified as required. European Union (EU Merger R

VIII. Recommended Action Items and Timeline Based on the analysis set forth in this memorandum, we recommend the following action items:

1. Prepare HSR Notification Forms. Coordinate with Aurelius (Thomas Whitfield, SVP Corporate Development; Claudia Restrepo, Associate General Counsel) and Haverford Whitmore & Co. (Catherine Liang, Managing Director) to gather all required financial and documentary information for the HSR Notification and Report Forms. This includes the preparation and review of Item 4(c) and 4(d) document productions, compilation of

2. Submit HSR Filings. Target filing date of May 20, 2024, following execution of the LOI or Term Sheet and completion of document collection. The filing fee of $280,150 is to be paid by the Buyer (Pinnacle Ridge/Ridgeline) pursuant to the anticipated terms of the MIPA. We will request early termination of the 30-day waiting period simultaneously with the filing.

3. Prepare Canadian Competition Act Notification. Coordinate with Meridian Press Canada ULC (Jonathan Kessler, President of MPH; Angela Moretti, SVP Finance) to gather Canadian-specific financial data, including revenue and asset figures for Meridian Press Canada ULC, necessary to complete the Canadian notification form and to confirm that the size-of-transaction threshold is met. Target filing in late May 2024, in c

4. Monitor HSR Review. Following submission of the HSR filings, maintain regular contact with DOJ Antitrust Division staff as appropriate. Respond promptly to any informal requests for information or "pull-and-refile" suggestions from the Premerger Notification Office. Based on our competitive assessment, we do not anticipate a Second Request, but we will remain vigilant and prepared to respond to any developments.

5. CFIUS — No Action Required. Document the CFIUS analysis set forth in this memorandum in the matter file for the record. No CFIUS filing, notice, or declaration is required.

6. Closing Condition Drafting. Ensure that the MIPA includes customary closing conditions requiring: (i) the expiration or early termination of the HSR Act waiting period (or, in the event of a Second Request, substantial compliance with such request and subsequent expiration of the extended waiting period); and (ii) receipt of clearance under the Canadian Competition Act (whether by expiration of the waiting period,

7. Antitrust Covenant in MIPA. Include a customary covenant in the MIPA addressing the parties' respective obligations to obtain the required antitrust approvals. The appropriate standard — whether "hell or high water," "reasonable best efforts," or a more tailored formulation — should be discussed with the deal team in light of the low antitrust risk profile of the transaction. Given the financial-buyer nature of th

8. Ongoing Coordination. Derek Okonkwo will serve as the primary Calderwood & Harkness contact for all antitrust filing matters. We will coordinate with Buyer's counsel (Graham Ashworth, Hathaway, Locke & Barnett LLP) on all aspects of filing logistics, document production, and agency engagement, and will provide regular updates to the deal team as the regulatory review process progresses.

IX. Conclusion In summary, the proposed sale of Meridian Press Holdings LLC by Aurelius Media Holdings Inc. to Ridgeline Publishing Acquisition Corp. requires pre-merger notification under two regulatory regimes: (i) the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (filing fee of $280,150, to be borne by the Buyer); and (ii) Part IX of the Canadian Competition Act (filing fee of CAD $75,000, allocation to be