Contract analysis

I. Executive Summary and Purpose The purpose of this memorandum is to address the mechanics, timing, and logistical considerations for the required filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the rules promulgated thereunder by the Federal Trade Commission (the "FTC"), 16 C.F.R. Parts 801–803, in connection with the proposed sale of one hundr

II. Filing Obligation and Threshold Analysis A. HSR Act Applicability The HSR Act, 15 U.S.C. § 18a, requires that parties to certain acquisitions of voting securities, assets, or non-corporate interests file pre-merger notifications with the FTC and the Antitrust Division of the United States Department of Justice (the "DOJ") and observe a statutory waiting period before consummation of the proposed transaction. The

III. Filing Fee Under the HSR Act, as amended by the Merger Filing Fee Modernization Act of 2022 (effective February 27, 2023), the filing fee is determined based on the aggregate total value of the transaction and the applicable fee tier. For a transaction with a value of $480,000,000, the filing falls within the fee tier for transactions valued at more than $161.5 million but less than $500 million (as adjusted for

IV. Planned Filing Timeline A. Filing Date The target filing date for both the acquiring person's and the acquired person's Notification and Report Forms is Monday, May 20, 2024. Both parties' notifications should be filed simultaneously or on the same calendar day to ensure that the statutory waiting period commences concurrently. A staggered filing — in which one party files in advance of the other — would result i

V. Required Documentary Attachments and Information The Notification and Report Form requires the submission of various documents, organizational information, and financial data. The principal categories of required attachments are summarized below, together with a discussion of the specific considerations applicable to the Transaction. A. Item 4(a) — Agreements Item 4(a) of the Notification and Report Form requires

VI. Coordination with Buyer's Counsel Effective coordination between Calderwood & Harkness LLP (as counsel to the Seller) and Hathaway, Locke & Barnett LLP (as counsel to the Buyer) is critical to ensuring a smooth and timely filing process. The principal areas of coordination are as follows:

1. Simultaneous Filing Date. Both counsel teams must confirm readiness to file the Notification and Report Forms on May 20, 2024, and agree on a specific submission time to ensure that both filings are received by the FTC and DOJ on the same calendar day. As noted above, a staggered filing would delay the commencement of the waiting period and introduce unnecessary risk to the Transaction timeline.

2. Payment of Filing Fee. Buyer's counsel must confirm that the $280,150 filing fee has been remitted to the FTC via pay.gov in advance of or contemporaneously with the filing. Calderwood & Harkness LLP will follow up with Hathaway, Locke & Barnett LLP to confirm receipt of payment.

3. Exchange of Organizational Information and Revenue Data. Each party's filing must include certain information about the other party, including revenue data by NAICS industry code, organizational structure information, and minority shareholdings. The counsel teams must exchange this information in a timely manner to allow each party to complete its Notification and Report Form. We anticipate exchanging this informa

4. Consistent Description of Transaction Structure. Both parties' filings must contain consistent descriptions of the transaction structure, the parties, and the consideration. The counsel teams should exchange and review the narrative descriptions of the Transaction that will be included in each party's filing to ensure consistency and avoid discrepancies that could prompt inquiries from the reviewing agency.

5. Joint Strategy for Requesting Early Termination. Both parties should coordinate on the strategy for requesting early termination of the waiting period, as discussed in Section VII below. Both counsel teams should confirm that each party's filing will include a request for early termination and that the substantive bases for the request are consistently described. We recommend scheduling a coordination call with Gr

VII. Early Termination Request Strategy Under 15 U.S.C. § 18a(b)(2), the FTC and the DOJ may terminate the waiting period before the expiration of the initial 30-day period if they determine, upon review of the notifications and any other information, that neither agency intends to take further action with respect to the proposed transaction. This is known as "early termination" and, if granted, permits the parties t

VIII. Canadian Competition Act Filing In addition to the HSR Act filing in the United States, a notification under the Canadian Competition Act, R.S.C. 1985, c. C-34, is required in connection with the Transaction. This obligation arises from the operations of Meridian Press Canada ULC, an unlimited liability company organized under the laws of British Columbia, which is a wholly owned subsidiary of MPH. Meridian Pre

IX. CFIUS Considerations As addressed in the Antitrust Risk Memo dated April 22, 2024, no filing with the Committee on Foreign Investment in the United States ("CFIUS") is required in connection with the Transaction. CFIUS, which operates under the authority of the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), 50 U.S.C. §§ 4565 et seq., and the implementing regulations at 31 C.F.R. Parts 800 an

X. Risk Considerations and Contingencies A. Second Request Risk As discussed in Section IV.B above, if either the FTC or the DOJ issues a Second Request during the initial waiting period, the waiting period would be extended until 30 days after the acquiring person has substantially complied with the Second Request. Based on the competitive analysis set forth in the Antitrust Risk Memo, the risk of a Second Request i

XI. Action Items and Next Steps The following table summarizes the key action items, responsible parties, and target dates for the HSR filing process and related regulatory workstreams: We will maintain a running status report on the filing process and will update the deal team and the client on any developments as they arise. All communications with the FTC, the DOJ, or the Canadian Competition Bureau will be docume

XII. Conclusion Based on the foregoing analysis, the HSR Act notification filing is on track for submission on May 20, 2024, under HSR Transaction No. 20241537. The filing is being made in advance of the execution of the definitive MIPA in order to allow the statutory waiting period to run concurrently with the ongoing negotiation and due diligence process, thereby minimizing the risk that antitrust clearance will be

1. HSR Filing Obligation. The Transaction is clearly reportable under the HSR Act. The transaction value of $480,000,000 exceeds both the size-of-transaction threshold ($111.4 million) and the threshold above which the size-of-person test is inapplicable ($478.9 million) for 2024.

2. Substantive Antitrust Risk. Based on the analysis set forth in the Antitrust Risk Memo dated April 22, 2024, substantive antitrust risk is assessed as low. There is no horizontal competitive overlap between the acquiring person and the target business, and no vertical integration concerns are anticipated.

3. Early Termination. Both parties should request early termination of the waiting period. Early termination is expected to be granted, potentially by late June 2024, based on historical patterns for similar transactions.

4. Canadian Competition Act. A notification under the Canadian Competition Act is required given the operations of Meridian Press Canada ULC in Canada. The Canadian filing will be prepared and submitted promptly following the HSR filing, with clearance anticipated by late July 2024.

5. CFIUS. No CFIUS filing or review is required. MPH does not constitute a TID U.S. business, and the Transaction does not involve the acquisition of a U.S. business by a foreign person.

6. State Antitrust Filings. No state-level antitrust or pre-merger notification filings are required.

7. Other Foreign Filings. No other foreign antitrust, merger control, or foreign investment filings are required beyond the Canadian Competition Act notification. Calderwood & Harkness LLP will continue to coordinate with Buyer's counsel, Hathaway, Locke & Barnett LLP, and with the Aurelius client team (Claudia Restrepo, Thomas Whitfield) as the filing process proceeds. We will provide updates on the status of the fi