Contract analysis

1. Introduction and Procedural Background 1.1 Identification of the Merger This response is submitted in connection with the anticipated acquisition by Solara Digital Infrastructure Fund VI LP ("Fund VI") of the entire issued and to be issued share capital of Cloudium Technologies plc ("Cloudium") (together, the "Parties," and the transaction, the "Transaction" or the "Merger"). The Transaction is the subject of a Me

2. Description of the Parties and Their Activities in the UK 2.1 The Acquirer: Solara Digital Infrastructure LP / Fund VI Solara Digital Infrastructure LP is a Delaware limited partnership formed in 2009. Its general partner is Solara Digital GP LLC, also a Delaware limited liability company. Solara's principal offices are located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, with additional offices

3. Product Market Definition 3.1 CMA's Questions on Product Market Overlap The Information Request invited the Notifying Party to provide data and analysis on the Parties' overlapping activities, if any, in the following product categories in the United Kingdom: (a) cloud ERP software; (b) cloud CRM software; and (c) cloud BI / data analytics software. The CMA also requested the Notifying Party's views on the appropr

4. Geographic Market Definition 4.1 The Notifying Party's Proposed Geographic Market The Notifying Party submits that the relevant geographic market for each of cloud ERP, cloud CRM, and cloud BI software is at least EEA-wide, and more likely global, in scope. Cloud-based enterprise software is, by its nature, delivered remotely over the internet to customers regardless of their physical location. The same software p

5. Competitive Assessment: Market Shares and Concentration 5.1 Methodology The market share estimates presented in this Section and in Annexes 1 through 3 are based on the following sources: (a) Third-party industry analyst reports. The Notifying Party has relied on published market sizing and market share data from Keystone Research Associates ("KRA"), a leading enterprise software industry analyst firm, and from Wh

6. Vertical and Conglomerate Effects Assessment 6.1 Vertical Relationships The Notifying Party has considered whether any Solara portfolio company operates at a different level of the supply chain from Cloudium in the UK, such that the Transaction could give rise to vertical effects — specifically, input foreclosure or customer foreclosure concerns. The relevant supply chain for cloud enterprise software encompasses:

7. Barriers to Entry and Expansion 7.1 Entry Conditions in UK Cloud ERP The UK cloud ERP market has demonstrated robust entry and expansion activity in recent years, confirming that barriers to entry and expansion are moderate and that the market is contestable. The Notifying Party highlights the following: (a) Cloud delivery models have lowered infrastructure barriers. The shift from on-premises to cloud delivery ha

8. Third-Party Views 8.1 Customer Feedback The Notifying Party has not received any negative feedback from Cloudium's UK customers regarding the Transaction. To the contrary, anecdotal feedback received by Cloudium's management team following the public announcement of the Transaction on January 23, 2024 has been generally positive or neutral. Several of Cloudium's major UK customers have expressed a view that Solara

9. Key Customer Contracts and Change of Control The Notifying Party has been asked to identify and describe any material customer contracts containing change-of-control provisions that may be triggered by the Transaction and that could affect competitive conditions in the UK. The Notifying Party has identified the following contracts: 9.1 Aegis Federal Solutions Inc. Cloudium is party to a Master SaaS Agreement dated

10. Efficiencies and Customer Benefits 10.1 Rationale for the Transaction Solara's investment thesis for the Transaction is to accelerate Cloudium's growth trajectory by providing access to additional capital, operational expertise, and strategic resources. Specifically, Solara intends to: (a) Invest in product development and R&D. Solara plans to increase Cloudium's R&D spending, with a focus on expanding the functi

11. Conclusion and Summary of Submissions For the reasons set out in this Response, the Notifying Party respectfully submits that:

1. The Transaction does not give rise to a realistic prospect of a substantial lessening of competition ("SLC") in any relevant market in the United Kingdom.

2. There is no horizontal overlap between the Acquirer (or any of its portfolio companies) and the Target in any UK product market. Fund VI is a financial sponsor, not an operating company, and none of Solara's 14 existing portfolio companies across Funds IV through VI competes with Cloudium in the UK cloud ERP, cloud CRM, or cloud BI / analytics markets.

3. There are no material vertical relationships between Cloudium and any Solara portfolio company that could give rise to input foreclosure or customer foreclosure concerns.

4. There are no conglomerate concerns arising from the Transaction. The parties' product portfolios are not complementary in a manner that would confer the ability or incentive to engage in exclusionary bundling or tying.

5. The UK cloud ERP, cloud CRM, and cloud BI markets are competitive and contestab