1022-00006 · Northgate Telecommunications PLC · Regulatory

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HSR ACT PREMERGER NOTIFICATION — DRAFT ITEM 4 DOCUMENTS & COMPETITIVE ANALYSIS NARRATIVE

Prepared in Connection with the Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT COMMUNICATION

Distribution:

• Oliver Mackenzie, Responsible Partner, M&A, Calderwood & Harkness LLP

• Harrison Wexford, Billing Partner, M&A, Calderwood & Harkness LLP

• Philippa Ashworth, General Counsel, Northgate Telecommunications PLC

• Liam Sutherland, VP Corporate Development, Northgate Telecommunications PLC

This memorandum is a confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for the exclusive use of Northgate Telecommunications PLC. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Distribution or disclosure to any person or entity other than those listed above is strictly prohibited without the prior written consent of Calderwood & Harkness LLP. This memorandum does not constitute legal advice to any party other than Northgate Telecommunications PLC.

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I. EXECUTIVE SUMMARY

A. Purpose and Scope

This memorandum accompanies the draft Hart-Scott-Rodino ("HSR") premerger notification materials being prepared in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), a Delaware corporation headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, by Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company organized under the laws of England and Wales, headquartered at 14 Broadwick Place, London W1F 8HN, United Kingdom.

The purpose of this memorandum is threefold. First, it provides the deal team and Northgate's in-house legal department with a comprehensive overview of the HSR filing obligations arising from the proposed transaction, including applicable thresholds, filing mechanics, and procedural requirements. Second, it identifies and catalogs the documents that are responsive to Items 4(c) and 4(d) of the HSR notification form, setting forth the search protocol and document log for materials that must be produced as part of the filing. Third, it presents a detailed competitive analysis narrative intended for submission alongside the notification form, designed to explain the transaction's competitive dynamics to the reviewing antitrust agency and support a request for early termination of the statutory waiting period.

The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law ("DGCL"), pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a Delaware corporation (DE File No. 7301524) incorporated on February 21, 2025, as a wholly owned subsidiary of Northgate, will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. Upon consummation of the merger, each share of Cascadia common stock (other than cancelled shares and dissenting shares) will be converted into the right to receive its pro rata portion of the aggregate merger consideration in cash. No stock, securities, or other non-cash consideration will be issued or paid in connection with the transaction.

The aggregate merger consideration is $750,000,000, payable entirely in cash. The consideration will be funded through a combination of (i) a $500,000,000 senior secured credit facility arranged by Pinnacle Atlantic Bank, N.A. as administrative agent (commitment letter dated March 10, 2025, Reference No. PAB-CL-2025-03102), and (ii) $250,000,000 in cash on hand from Northgate's existing treasury and operating accounts.

B. Filing Obligation Summary

The proposed transaction is subject to the premerger notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing rules promulgated by the Federal Trade Commission ("FTC") at 16 C.F.R. Parts 801–803. Filing is required because the transaction meets both the size-of-transaction test and the size-of-person test under the 2025 adjusted thresholds published by the FTC.

With respect to the size-of-transaction test, the total value of the transaction is $750,000,000, which exceeds the $119.5 million threshold (as adjusted for 2025). The aggregate consideration payable to Cascadia's stockholders constitutes the "total amount of voting securities and assets" being acquired for purposes of this test, and no additional valuation analysis is necessary given that the transaction price itself exceeds the threshold on its face.

With respect to the size-of-person test, the combined financial profiles of the parties readily satisfy the applicable thresholds. Northgate's total annual net revenues for fiscal year 2024 were approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates), and its total assets comfortably exceed the $22.0 million threshold. Cascadia's total annual net revenues for fiscal year 2024 were $187.4 million. Accordingly, the combined revenues of the two parties exceed the $110.4 million size-of-person threshold for transactions valued between $119.5 million and $478.0 million, and in any event the transaction value of $750,000,000 exceeds the $478.0 million threshold at which the size-of-person test is not required.

The applicable filing fee for this transaction, based on the 2025 fee schedule published pursuant to the Merger Filing Fee Modernization Act of 2022, is $250,000. This fee applies to transactions valued between $500,000,001 and $1,000,000,000. The filing fee is payable by the acquiring person (Northgate), though the allocation of the fee as between the parties is subject to agreement in the merger agreement.

Both Northgate (as the "acquiring person") and Cascadia (as the "acquired person") are required to file separate notification forms. Northgate's filing will be prepared by this firm, Calderwood & Harkness LLP. Cascadia's filing will be prepared by its outside counsel, Whitmore, Kessler & Braun LLP ("WKB"), with coordination between the two firms to ensure consistency and simultaneous submission.

C. Target Filing Date

The HSR filing timeline is driven by the anticipated execution date of the definitive Agreement and Plan of Merger. The current target signing date is April 7, 2025, and the parties intend to file their respective HSR notification forms within ten business days of signing, on or about April 21, 2025.

Upon submission of both parties' notification forms, the initial statutory waiting period of 30 calendar days will commence. Both parties intend to request early termination of the waiting period concurrently with the filing of their notifications. If the reviewing agency grants early termination, the waiting period will end before the expiration of the full 30-day period, and the parties will be free to close the transaction (subject to satisfaction of all other conditions to closing).

In the event that the reviewing agency issues a request for additional information and documentary material (commonly referred to as a "second request"), the initial waiting period will be suspended, and a new 30-day waiting period will commence upon the date of substantial compliance with the second request by both parties. As discussed in greater detail in Section VII of this memorandum, we consider the likelihood of a second request to be low in light of the complementary nature of the transaction and the absence of meaningful horizontal overlap.

The estimated regulatory timeline for all approvals — including the HSR waiting period, FCC Transfer of Control applications, state public utility commission approvals in Oregon, Washington, Idaho, and Nevada, and CFIUS review — is approximately 90 to 150 days from the signing date. This estimate contemplates parallel processing of regulatory filings where possible. The outside date for consummation of the merger, as set forth in the draft Agreement and Plan of Merger, is September 30, 2025, with a mutual 60-day extension option to November 29, 2025, exercisable by either party if the sole outstanding condition to closing is the receipt of regulatory approvals. We believe the transaction should close well within this timeline.

D. Antitrust Risk Assessment

Our preliminary assessment is that the proposed acquisition presents low antitrust risk. The transaction is principally a vertical or complementary combination, bringing together Northgate's integrated telecommunications services and enterprise SaaS capabilities with Cascadia's regional fiber-optic network infrastructure in the Pacific Northwest.

Northgate is a UK-headquartered integrated telecommunications and enterprise SaaS provider, listed on the London Stock Exchange (LSE: NTP) and with American Depositary Receipts on the New York Stock Exchange (NYSE: NTPL). While Northgate generates substantial global revenues, its existing U.S. operations are limited to SaaS software licensing and a small enterprise sales office. Critically, Northgate does not own or operate any fiber-optic infrastructure in the United States. It does not provide last-mile, middle-mile, or long-haul fiber services in any U.S. market. Its U.S. telecommunications services are resold through third-party networks under wholesale agreements.

Cascadia, by contrast, is a regional fiber-optic network operator with approximately 4,800 route miles of fiber infrastructure spanning Oregon, Washington, Idaho, and northern Nevada. Cascadia provides lit and dark fiber services, wavelength provisioning, and data center interconnection to a customer base consisting of regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts.

There is no significant horizontal overlap between the parties in any relevant antitrust market. The transaction does not eliminate a competitor from any market in which the parties currently compete. Rather, the acquisition fills a gap in Northgate's North American middle-mile network strategy and provides a platform for the deployment of Northgate's proprietary "NetOrchestra" SaaS network management suite to Cascadia's existing customer base.

Based on this analysis, we recommend proceeding with a request for early termination and believe it is likely to be granted. We consider a second request to be unlikely. We will, however, continue to refine this assessment as the Item 4 document collection process is completed and as we receive additional competitive intelligence from the parties and their advisors.

II. FILING MECHANICS AND PROCEDURAL REQUIREMENTS

A. Filers

The HSR notification form must be filed by or on behalf of each "person" that is a party to the transaction, within the meaning of the HSR Act and the implementing rules. In a merger transaction, both the acquiring person and the acquired person must file separate notification forms.

Acquiring Person. The "acquiring person" for purposes of the HSR filing is Northgate Telecommunications PLC, which is the ultimate parent entity ("UPE") of the corporate family that includes Merger Sub. Northgate is the entity that will, upon consummation of the merger, hold all of the equity interests in Cascadia through its ownership of Merger Sub (or, more precisely, through its direct ownership of Cascadia as the surviving corporation in the merger). The filing will be made on behalf of Northgate as the UPE of the acquiring person. Northgate's U.S. subsidiary maintains Employer Identification Number ("EIN") 87-3421056, which will be used for filing purposes. Northgate itself, as a foreign entity organized under the laws of England and Wales, does not have a U.S. EIN, but the notification form permits identification of the UPE through its principal domestic subsidiary's EIN or through alternative identification.

NTP Acquisition Sub, Inc. (DE File No. 7301524; EIN: 93-2587401), the Merger Sub formed by Northgate solely to effect the forward merger, is a shell entity with no independent operations. Liam Sutherland, Northgate's Vice President of Corporate Development, serves as the sole director of Merger Sub. Merger Sub was incorporated in Delaware on February 21, 2025, and is capitalized with 100 shares of common stock ($0.01 par value per share), all of which are held by Northgate. Because Merger Sub is included within the Northgate UPE's controlled entity group, it does not file a separate HSR notification form; rather, it is encompassed within Northgate's filing as the acquiring person.

Acquired Person. The "acquired person" for purposes of the HSR filing is Cascadia Fiber Networks, Inc. (EIN: 45-6128937). Cascadia is itself the UPE for HSR purposes. Although Timberline Growth Partners, LP holds approximately 42.3% of Cascadia's outstanding equity, this ownership stake does not constitute "control" for purposes of the HSR rules, which generally define control as holding 50% or more of the outstanding voting securities or having the contractual power presently to designate 50% or more of the board of directors. Subject to further analysis of the Timberline stockholders' agreement and governance arrangements, we have tentatively concluded that Timberline does not hold sufficient control indicia to be deemed the UPE. No other single stockholder holds a majority interest. Accordingly, Cascadia itself is treated as the UPE for HSR purposes.

Cascadia's HSR filing will be prepared by its outside counsel, Whitmore, Kessler & Braun LLP, under the direction of Jonathan Kessler (Lead Partner, M&A) and Aaron Whitmore (Regulatory Counsel). Calderwood & Harkness LLP will coordinate closely with WKB to ensure that both filings are consistent in their description of the transaction, the relevant markets, and the competitive landscape, and that both filings are submitted simultaneously.

B. Filing Fee

The applicable HSR filing fee is determined by the total value of the transaction. For the 2025 calendar year, the FTC has published the following fee schedule, as adjusted under the Merger Filing Fee Modernization Act of 2022:

The total value of the proposed transaction is $750,000,000, which falls within the $536.5 million to $1,073,000,000 tier. The applicable filing fee is therefore $250,000.

Under customary practice, the filing fee is paid by the acquiring person, though the parties may agree to allocate the cost differently in the merger agreement or a side letter. The draft merger agreement currently provides that the filing fee shall be borne by Northgate. The fee will be paid by wire transfer to the FTC at the time of filing.

C. Waiting Period

Upon the filing of both parties' HSR notification forms, the initial statutory waiting period of 30 calendar days will commence. During this period, the parties are prohibited from consummating the merger. The waiting period runs from the date on which both parties' filings have been received by the applicable reviewing agency. If only one party files on a given date and the other party files later, the waiting period does not begin until the second filing is received.

Both parties intend to request early termination of the waiting period concurrently with the submission of their notification forms. Early termination, if granted, permits the parties to close the transaction before the expiration of the full 30-day waiting period. The FTC publishes notices of early termination grants on its website. While the grant of early termination is discretionary and cannot be guaranteed, the agencies routinely grant early termination for transactions that do not present competitive concerns. Given the complementary nature of this transaction and the absence of horizontal overlap, we believe a request for early termination has a reasonable likelihood of being granted.

In the unlikely event that the reviewing agency determines that additional investigation is warranted, it may issue a request for additional information and documentary material (a "second request") before the expiration of the initial 30-day waiting period. The issuance of a second request has the effect of extending the waiting period indefinitely until both parties have substantially complied with the second request, at which point a new 30-day waiting period begins to run. Compliance with a second request is typically a substantial undertaking involving extensive document production and interrogatory responses, and it can add three to six months or more to the regulatory timeline.

As noted above, we consider the likelihood of a second request in this transaction to be low. Nevertheless, we will be prepared to respond promptly if the reviewing agency raises questions during the initial waiting period. We may also consider proactively contacting the reviewing staff during the waiting period to offer a briefing on the transaction and to address any preliminary concerns, particularly if we determine that such outreach would facilitate early termination.

If the initial 30-day waiting period extends toward its expiration without a grant of early termination and without the issuance of a second request, we may explore a timing agreement with the reviewing agency. A timing agreement is a voluntary arrangement whereby the parties agree to provide the agency with additional time to complete its review (typically 30 days or more beyond the initial waiting period) in exchange for the agency's agreement not to issue a second request. Timing agreements can be an efficient mechanism for resolving the agency's concerns short of the substantial burden of full second request compliance.

D. Confidentiality

All HSR filings and submitted materials are confidential under 15 U.S.C. § 18a(h). The notification form, the accompanying documents, and any additional information provided to the reviewing agency during the waiting period are exempt from public disclosure under the Freedom of Information Act. The reviewing agency may not disclose the content of the filings to any person or entity other than its own staff, except as necessary for law enforcement purposes.

However, the fact that an HSR filing has been made — as opposed to the contents of the filing — is not itself confidential. The parties may, and in many transactions are required to, disclose the fact of the HSR filing in public documents. In particular, the merger agreement will contain a provision acknowledging the parties' obligation to file HSR notifications and to cooperate in obtaining regulatory clearance. Additionally, public disclosure filings with the U.S. Securities and Exchange Commission ("SEC") and the London Stock Exchange ("LSE") in connection with the announcement of the transaction will reference the HSR filing requirement and the estimated timeline for regulatory clearance. Northgate's Form 6-K or other applicable filing, and any press release announcing the transaction, should be coordinated to include appropriate HSR-related disclosures.

E. Penalties for Non-Compliance

The consequences of non-compliance with the HSR Act's notification and waiting period requirements are severe. Consummation of a reportable transaction before the expiration or early termination of the applicable waiting period subjects the parties to civil penalties of up to $51,744 per day of violation (as adjusted for 2025). These penalties may be imposed by a federal district court upon application by the FTC or the Department of Justice ("DOJ"), and they apply to each day that the violation continues.

In addition to the risk of monetary penalties, the parties must be mindful of the prohibition on "gun-jumping" — that is, the prohibition on premature operational integration or coordination of competitive activities between the merging parties during the period between signing and closing. The gun-jumping prohibition derives from both the HSR Act (which prohibits the beneficial transfer of control before expiration of the waiting period) and Section 1 of the Sherman Act (which prohibits agreements in restraint of trade, including coordination between competitors prior to a lawful merger). Even in a transaction where the parties are not current competitors — as is the case here — the parties should exercise caution to avoid any conduct that could be characterized as premature integration or transfer of operational control.

We will provide the deal team with separate gun-jumping guidance to ensure compliance during the pre-closing period. In general, the parties should continue to operate their respective businesses independently, should not share competitively sensitive information except through clean-team protocols, and should not take any steps to integrate operations, systems, or personnel prior to the closing of the merger.

III. PARTIES TO THE TRANSACTION — ITEM 1 / ITEM 2 INFORMATION

This section sets forth the information required under Items 1 and 2 of the HSR Notification and Report Form for each of the parties to the transaction. Item 1 requires identification of the filing person, and Item 2 requires identification of the acquired entity and other parties to the transaction. The information presented below will be used to complete the applicable fields of the notification form.

A. Acquiring Person — Northgate Telecommunications PLC

Full Legal Name: Northgate Telecommunications PLC

Jurisdiction of Organization: England and Wales (public limited company, incorporated under the Companies Act 2006)

Registered Office and Principal Executive Offices: 14 Broadwick Place, London W1F 8HN, United Kingdom

Principal Executive Officers:

• Sir Malcolm Trent, KBE — Chief Executive Officer

• Gemma Haverford — Chief Financial Officer

• Philippa Ashworth — General Counsel and Company Secretary

Chair of the Board of Directors: Dame Catherine Enright, DBE

U.S. Registered Agent (for NTP Acquisition Sub, Inc.): Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801

Stock Exchange Listings: Northgate is listed on the London Stock Exchange under the ticker symbol "NTP." American Depositary Receipts ("ADRs") representing Northgate's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "NTPL." Each ADR represents two ordinary shares of Northgate.

Financial Information (FY2024):

Business Description: Northgate is an integrated telecommunications services provider and enterprise SaaS platform company. Its core business lines include the provision of voice, data, and managed network services to enterprise customers, principally in the United Kingdom and Europe. Northgate also develops and licenses its proprietary "NetOrchestra" platform, a SaaS-based unified communications and network orchestration software suite sold to mid-market and enterprise customers globally. Northgate's existing U.S. operations are limited primarily to SaaS licensing activities conducted through a U.S. subsidiary and a small enterprise sales office located in New York. Northgate does not own or operate any fiber-optic infrastructure, last-mile network facilities, or other physical telecommunications network assets in the United States. Where Northgate provides telecommunications services to U.S.-based customers, those services are delivered through resale arrangements utilizing third-party networks.

NAICS Codes (Preliminary):

• 517111 — Wired Telecommunications Carriers

• 517311 — Telecommunications Resellers

• 511210 — Software Publishers

Additional NAICS codes may be applicable based on a complete review of the full scope of Northgate's U.S. operations and revenue sources, and will be confirmed prior to filing.

Ultimate Parent Entity Identification: Northgate Telecommunications PLC is itself the ultimate parent entity ("UPE") for purposes of the HSR Act. Northgate has no parent company or controlling stockholder. Its shares are widely held and publicly traded. Accordingly, the notification form will identify Northgate as the UPE of the acquiring person.

B. Acquired Entity — Cascadia Fiber Networks, Inc.

Full Legal Name: Cascadia Fiber Networks, Inc.

Jurisdiction of Organization: Delaware (corporation); Delaware Secretary of State File No. 5197843

Principal Executive Offices: 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210

Year Founded: 2011

Principal Executive Officers:

• Derek Holmgren — Chief Executive Officer and Co-Founder

• Priya Ramachandran — Chief Technology Officer and Co-Founder

• Tobias Engel — Chief Financial Officer

• Sandra Whitfield — General Counsel

Board of Directors:

Financial Information (FY2024):

Business Description: Cascadia is a regional fiber-optic network infrastructure operator founded in 2011 and headquartered in Portland, Oregon. Cascadia owns and operates approximately 4,800 route miles of fiber-optic cable spanning the states of Oregon, Washington, Idaho, and northern Nevada. Its services include the provision of lit fiber (managed bandwidth) and dark fiber (unlit fiber strands leased to customers who provide their own optical equipment), wavelength provisioning, and data center interconnection. Cascadia serves a diverse customer base that includes regional internet service providers ("ISPs"), hyperscale data center operators, municipal broadband programs and cooperatives, and enterprise accounts across a range of industries. Key metro areas served by Cascadia's network include Portland, Oregon; Seattle, Washington; Boise, Idaho; and Reno, Nevada. Cascadia's intercity fiber routes include the Portland–Seattle corridor, the Portland–Boise corridor, and the Boise–Reno corridor, among others.

Key Commercial Relationships:

• Pacific Ridge Data Centers, LLC — Approximately $22 million in annual revenue under a Master Services Agreement ("MSA") for data center interconnection and dark fiber services. The MSA contains a change of control consent requirement, which will need to be addressed as a condition to or in connection with the closing of the merger.

• Clearpath Internet Services, Inc. — Twenty-year wholesale fiber Indefeasible Right of Use ("IRU") agreement, providing Clearpath with dedicated dark fiber capacity on certain of Cascadia's intercity routes.

• Oregon Municipal Broadband Cooperative — Long-term fiber lease and managed connectivity agreement supporting municipal broadband deployment in rural Oregon communities.

NAICS Codes (Preliminary):

• 517111 — Wired Telecommunications Carriers

• 517112 — Wired Telecommunications Carriers (with emphasis on fiber infrastructure)

• 237130 — Power and Communication Line and Related Structures Construction (to the extent Cascadia self-performs construction activities on its fiber network)

Equity Ownership:

Fully Diluted Shares Outstanding: 47,500,000 shares, calculated on a fully diluted basis to include all outstanding shares of common stock, unexercised stock options (whether vested or unvested), unvested restricted stock units, and outstanding warrants.

Implied Per-Share Price: $15.79 (rounded), calculated as $750,000,000 ÷ 47,500,000 = $15.7895 per fully diluted share.

Ultimate Parent Entity Identification: Cascadia Fiber Networks, Inc. is itself the UPE for purposes of the HSR Act. No single stockholder holds 50% or more of Cascadia's outstanding voting securities. While Timberline Growth Partners, LP holds the largest single block at 42.3%, this ownership level does not constitute "control" under the HSR rules absent additional indicia of control (such as the contractual right to designate a majority of the board of directors or to exercise veto rights over material business decisions). We have reviewed the Cascadia stockholders' agreement and note that Timberline has the right to designate one board seat (currently held by Clive Atherton, who serves as Chair) but does not have the right to designate a majority of the board. Timberline does hold certain protective provisions (including a consent right over equity issuances above a specified threshold and a right to participate in any sale transaction), but these provisions are not sufficient, individually or collectively, to establish "control" for HSR UPE purposes. This analysis is subject to further refinement, and we will confirm the UPE determination prior to filing.

C. Merger Sub

Full Legal Name: NTP Acquisition Sub, Inc.

Jurisdiction of Organization: Delaware; Delaware Secretary of State File No. 7301524

Date of Incorporation: February 21, 2025

Sole Director: Liam Sutherland, VP Corporate Development, Northgate Telecommunications PLC

Capitalization: 100 shares of common stock, $0.01 par value per share, all of which are held by Northgate Telecommunications PLC

EIN: 93-2587401

Registered Agent: Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801

Purpose: NTP Acquisition Sub, Inc. is a shell entity formed solely to effect the forward merger contemplated by the Agreement and Plan of Merger. Merger Sub has no assets other than its nominal capitalization, no liabilities, no employees, and no operations. Upon consummation of the merger, Merger Sub will merge with and into Cascadia pursuant to DGCL § 251, with Cascadia surviving as a wholly owned subsidiary of Northgate. The separate corporate existence of Merger Sub will cease upon the effectiveness of the merger.

IV. DESCRIPTION OF THE TRANSACTION — ITEM 3

This section describes the structure, terms, and rationale of the proposed transaction as required by Item 3 of the HSR Notification and Report Form. The information set forth below is based on the current draft of the Agreement and Plan of Merger, the executed letter of intent (Ref: NTP-CFN-LOI-2025-001, dated February 14, 2025), and related transaction documents. The description will be updated to reflect any changes to the definitive agreement prior to signing.

A. Transaction Structure

The proposed acquisition is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the Agreement and Plan of Merger to be entered into among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc., Merger Sub will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. The merger will become effective upon the filing of a Certificate of Merger with the Delaware Secretary of State (or at such later time as may be specified in the Certificate of Merger).

At the effective time of the merger, each share of Cascadia common stock issued and outstanding immediately prior to the effective time (other than shares held in the treasury of Cascadia, shares held by Northgate, Merger Sub, or any of their affiliates, and shares held by stockholders who have properly exercised appraisal rights under DGCL § 262) will be converted into the right to receive its pro rata portion of the aggregate merger consideration of $750,000,000, payable in cash. No stock, securities, or other non-cash consideration will be issued or paid in the merger. All outstanding options to purchase Cascadia common stock will be cancelled and converted into the right to receive cash in an amount equal to the excess of the per-share merger consideration over the applicable exercise price, multiplied by the number of shares subject to such option. All outstanding restricted stock units will be cancelled and converted into the right to receive cash in an amount equal to the per-share merger consideration multiplied by the number of shares subject to such RSU. All outstanding warrants will be treated on the same basis as options.

The surviving corporation will continue to operate under the name "Cascadia Fiber Networks, Inc." following the merger, and its certificate of incorporation and bylaws will be amended to conform to those of a wholly owned subsidiary of Northgate. The directors and officers of the surviving corporation will be designated by Northgate effective as of the closing.

B. Key Transaction Terms

The following summarizes the key economic and contractual terms of the proposed transaction:

Aggregate Merger Consideration: $750,000,000, payable entirely in cash. The consideration represents the total amount payable to holders of Cascadia common stock, options, restricted stock units, and warrants on a fully diluted basis.

Implied Per-Share Price: Approximately $15.79, based on 47,500,000 fully diluted shares outstanding.

Implied Enterprise Value / EBITDA Multiple: Approximately 12.25x, calculated as $750,000,000 divided by Cascadia's fiscal year 2024 EBITDA of $61.2 million. This multiple is consistent with recent precedent transactions in the fiber infrastructure sector.

Stockholder Approval: The merger requires the affirmative vote of the holders of a majority of the outstanding shares of Cascadia common stock entitled to vote thereon, in accordance with DGCL § 251(c). Stockholder approval will be solicited through a written consent or a special meeting of stockholders, as determined by the Cascadia board.

Voting Support Agreements: Timberline Growth Partners, LP (holding approximately 42.3% of Cascadia's outstanding shares) and Ridgecrest Venture Fund III, LP (holding approximately 17.8%) have agreed to enter into voting support agreements concurrently with the execution of the merger agreement. Under these agreements, Timberline and Ridgecrest will agree to vote all of their shares in favor of the merger. The combined holdings of these two stockholders total approximately 60.1% of Cascadia's outstanding shares, which exceeds the majority threshold required for stockholder approval. Accordingly, stockholder approval is effectively assured at signing, absent a successful superior proposal that triggers the fiduciary out.

No-Shop Provision: The merger agreement will contain a customary "no-shop" restriction that will become effective at signing. Cascadia and its representatives will be prohibited from soliciting, initiating, or encouraging any alternative acquisition proposals, and from furnishing confidential information to or engaging in discussions or negotiations with any third party regarding an alternative acquisition proposal. The no-shop restriction is subject to a customary fiduciary out, pursuant to which the Cascadia board may respond to an unsolicited bona fide written acquisition proposal that the board determines in good faith (after consultation with its outside financial advisors and legal counsel) constitutes or is reasonably likely to lead to a "superior proposal." Northgate will have a four-business-day match right following receipt of notice from Cascadia of the Cascadia board's determination that a superior proposal has been received.

Target Signing Date: April 7, 2025.

Estimated Closing Date: August 2025, subject to receipt of all required regulatory approvals and satisfaction of other closing conditions.

Outside Date: September 30, 2025. The outside date is extendable by mutual agreement of the parties (or unilaterally by either party, per current draft) to November 29, 2025 (a 60-day extension), if the sole outstanding condition to closing is the receipt of one or more required regulatory approvals. If the transaction has not closed by the outside date (as may be extended), either party may terminate the merger agreement.

C. Transaction Rationale (Business Purpose)

The proposed acquisition serves a clear and compelling strategic rationale for Northgate. Cascadia's extensive fiber-optic network infrastructure in the Pacific Northwest fills a critical gap in Northgate's North American middle-mile network strategy. Although Northgate is a substantial global telecommunications services provider, it lacks owned physical network infrastructure in the United States. Its current U.S. operations rely entirely on third-party wholesale network access for the delivery of telecommunications services to its enterprise customers. The acquisition of Cascadia will provide Northgate with a proprietary, high-quality fiber backbone connecting major metropolitan areas and data center hubs across Oregon, Washington, Idaho, and northern Nevada.

Beyond the infrastructure itself, the acquisition provides a platform for Northgate to deploy its proprietary "NetOrchestra" SaaS network management suite to Cascadia's existing customer base. NetOrchestra is a unified communications and network orchestration platform that enables enterprise customers to manage, monitor, and optimize their network connectivity, voice services, and collaboration tools through a single integrated interface. Cascadia's customers — which include regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts — represent a natural target market for NetOrchestra. The deployment of NetOrchestra to Cascadia's customer base is expected to enhance the value proposition offered to those customers, increase average revenue per customer, and differentiate the combined company's offerings in the competitive Pacific Northwest market.

The transaction is characterized by strong complementarity between the parties' respective capabilities. Northgate brings global scale, financial resources, enterprise SaaS expertise, and a proven track record of integrating acquired businesses. Cascadia brings deep regional expertise, an established and well-maintained fiber network, strong customer relationships, and a culture of operational excellence in network infrastructure management. The combination is expected to be greater than the sum of its parts, creating a differentiated, vertically integrated platform capable of offering end-to-end network solutions — from physical fiber infrastructure to software-defined network management — to customers throughout the Pacific Northwest and, over time, to customers in other U.S. markets as Northgate expands its domestic footprint.

D. Financing

The aggregate merger consideration of $750,000,000 will be funded through a combination of debt and cash on hand, as follows:

Senior Secured Credit Facility — $500,000,000. Northgate has obtained a commitment letter from Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic"), acting as administrative agent and lead arranger, for a senior secured credit facility in the aggregate principal amount of $500,000,000 (Commitment Letter Reference No. PAB-CL-2025-03102, dated March 10, 2025). The credit facility consists of the following tranches:

• Term Loan A: $300,000,000, fully funded at closing, with scheduled amortization payments.

• Revolving Credit Facility: $200,000,000, available at closing for the payment of a portion of the merger consideration and for general corporate and working capital purposes.

• Maturity: Five years from the closing date of the merger.

• Interest Rate: SOFR plus 225 basis points, subject to leverage-based step-downs as the borrower's net leverage ratio decreases over time.

The credit facility will be syndicated among the following lenders:

Cash on Hand — $250,000,000. The balance of the merger consideration will be funded from Northgate's existing cash reserves and available liquid assets. Northgate's most recent balance sheet reflects available cash and cash equivalents in excess of $400 million, and the allocation of $250 million toward the merger consideration has been approved by Northgate's board of directors and treasury function.

Note Regarding Elkhorn Capital Markets, LLC. Elkhorn Capital Markets, LLC is both (i) an existing lender to Cascadia, holding an $82.6 million term loan that is currently outstanding and will be repaid in full at the closing of the merger (subject to a 1.0% prepayment premium of approximately $826,000), and (ii) a participant in the syndicate providing the acquisition financing to Northgate, with a $75 million commitment. This dual role does not raise HSR issues, as Elkhorn's participation in the acquisition financing is a standard commercial lending arrangement that does not involve the acquisition of voting securities or assets of either party. However, we note this relationship for completeness and to flag it for the deal team's attention in connection with closing mechanics, payoff letter coordination, and potential conflicts of interest analysis.

V. ITEM 4(c) DOCUMENT IDENTIFICATION AND LOG

A. Scope and Search Protocol

Item 4(c) of the HSR Notification and Report Form requires the production of all documents that were prepared by or for any officer or director of the filing person and that analyze the proposed transaction with respect to one or more of the following topics: market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. The scope of this requirement is broad, and the reviewing agency has historically interpreted it expansively. Documents that touch on any of the specified topics in the context of analyzing the proposed acquisition are responsive, even if the primary purpose of the document is to evaluate financial or strategic considerations rather than competitive dynamics.

The document search has been organized according to the following parameters:

Temporal Scope. The search encompasses all documents created since the inception of Northgate's interest in acquiring Cascadia, which we have dated to approximately September 2024. It was during September 2024 that Liam Sutherland, Northgate's VP of Corporate Development, first identified Cascadia as a potential acquisition target and initiated informal discussions with Prumvane Brothers & Co., Northgate's financial advisor, regarding the opportunity. The search extends through the present date and will continue through the filing date to capture any additional responsive documents created during the interim period.

Custodians Searched. The following individuals have been identified as custodians whose files (including email, electronic documents, and hard-copy files) are being searched for responsive documents:

Northgate Officers and Directors:

• Sir Malcolm Trent, KBE — Chief Executive Officer

• Gemma Haverford — Chief Financial Officer

• Philippa Ashworth — General Counsel and Company Secretary

• Liam Sutherland — Vice President, Corporate Development

• Dame Catherine Enright, DBE — Chair of the Board of Directors

External Advisors (documents provided to Northgate officers/directors):

• Prumvane Brothers & Co. — Simone Favreau, Lead Managing Director; Nathan Chu, Vice President. Documents prepared by Prumvane Brothers & Co. and provided to Northgate officers or directors are responsive to the extent they analyze the proposed acquisition with respect to the specified topics. The search encompasses all Prumvane Brothers & Co. deliverables, presentation materials, and written analyses that were shared with or provided to any Northgate officer or director.

Privilege. Documents protected by the attorney-client privilege or the attorney work product doctrine are being identified on a separate privilege log but will be withheld from production. Legal memoranda, legal advice correspondence, and other communications between Northgate's officers and directors and their legal counsel (including Calderwood & Harkness LLP and Philippa Ashworth in her capacity as General Counsel providing legal advice) are not responsive and will not be produced. Where a document contains both privileged and non-privileged content, we will assess on a document-by-document basis whether the document can be produced in redacted form or whether it must be withheld in its entirety.

B. Responsive Document Log

The following categories of documents have been identified as responsive to Item 4(c) based on the search conducted to date. Each responsive document will be entered into the Item 4 Document Log with the following information: Bates number, date, author, recipient(s), title or description, and the specific responsive topics addressed (i.e., which of the Item 4(c) categories — market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets — the document implicates). The final document log, with Bates numbers and complete metadata, will be prepared upon completion of the document collection process.

1. Board Presentations. Materials prepared by Liam Sutherland and/or Prumvane Brothers & Co. and presented to the Northgate board of directors in connection with the proposed Cascadia acquisition. These presentations include slides and accompanying memoranda analyzing the strategic rationale for the acquisition, the competitive landscape for fiber-optic network infrastructure in the Pacific Northwest, market sizing data for the regional fiber market, Cascadia's competitive position relative to other regional and national fiber providers, and the anticipated impact of the transaction on Northgate's U.S. market positioning. We have identified at least three board presentations containing responsive content: (i) an October 2024 preliminary opportunity assessment presented to the Northgate Strategy Committee; (ii) a January 2025 updated strategic analysis presented to the full board of directors in connection with authorization to proceed with the letter of intent; and (iii) a March 2025 transaction approval presentation in connection with the board's authorization to negotiate and execute the definitive merger agreement.

2. Investment Committee Memoranda. Internal Northgate investment committee papers prepared by Liam Sutherland and his corporate development team, with input from Northgate's finance and strategy groups. These memoranda discuss Cascadia's competitive position within the Oregon and Washington fiber markets, estimated market share data for middle-mile and metro fiber services in key corridors, an assessment of Cascadia's customer concentration and competitive vulnerabilities, and potential synergies from deploying the NetOrchestra platform to Cascadia's customer base. The investment committee memoranda are responsive because they directly analyze the acquisition in the context of market shares, competition, and expansion into geographic markets.

3. Prumvane Brothers & Co. Pitch Materials. Presentation decks prepared by Simone Favreau and Nathan Chu of Prumvane Brothers & Co. and provided to Northgate officers and/or directors. These materials include Prumvane Brothers' assessment of market dynamics in the U.S. fiber-optic infrastructure sector, comparable transaction analyses for recent fiber and telecom M&A transactions, Cascadia's positioning relative to competitors (including both named competitors and anonymized market share estimates), and strategic rationale slides framing the acquisition in the context of Northgate's broader U.S. expansion strategy. To the extent these materials were provided to officers or directors of Northgate, they are responsive under Item 4(c).

4. Due Diligence Summary Materials. Portions of due diligence summary reports and presentations that were shared with the Northgate board or officers. During the course of commercial, financial, and technical due diligence on Cascadia, various workstreams produced findings and analyses that address competitive dynamics, customer base composition, churn rates, and expansion opportunities. Where these findings were summarized and presented to officers or directors, the resulting documents are responsive. We note that the underlying diligence workpapers prepared by junior team members or by third-party consultants that were not shared with officers or directors are not responsive under Item 4(c), as they were not prepared "by or for" an officer or director within the meaning of the rule.

5. LOI Materials. Documents created in connection with the negotiation and execution of the Letter of Intent (Ref: NTP-CFN-LOI-2025-001, dated February 14, 2025). The LOI was preceded by internal memoranda and board materials discussing the deal rationale in competitive terms, including an assessment of how the acquisition would position Northgate relative to other entrants in the U.S. fiber market and the competitive dynamics of the Pacific Northwest in particular. These materials are responsive to the extent they discuss competition, markets, or expansion into geographic markets.

6. Strategic Planning Documents. Any Northgate corporate development documents predating the inception of formal discussions regarding the Cascadia acquisition (i.e., pre-September 2024) that discuss the Pacific Northwest fiber market, potential acquisition targets in the region, or Northgate's broader strategy for entering the U.S. fiber infrastructure market. While we have interpreted the temporal scope of the search broadly to capture these early-stage documents, we note that documents created well before the proposed transaction and not specifically addressing it may fall outside the scope of Item 4(c). We will evaluate each such document individually and include those that are reasonably construed as analyzing a potential transaction with Cascadia or a transaction substantially similar in scope.

C. Privilege Log

Documents withheld on grounds of attorney-client privilege or the work product doctrine will be identified on a separate privilege log. The privilege log will include, for each withheld document: the date of the document, the author, the recipient(s), a general description of the subject matter (sufficient to establish the basis for the privilege claim without revealing privileged content), and the specific privilege asserted.

The following categories of documents are anticipated to be included on the privilege log:

• Calderwood & Harkness LLP work product memoranda and legal analyses relating to antitrust risk assessment, HSR filing strategy, and competitive analysis prepared in anticipation of litigation or regulatory proceedings.

• Communications between Philippa Ashworth (General Counsel, Northgate) and Howard Bellamy or other Calderwood & Harkness LLP attorneys regarding the competitive implications of the proposed transaction.

• Draft versions of this memorandum and related attorney work product.

• Internal Calderwood & Harkness LLP analyses of the competitive landscape prepared at the direction of Northgate's General Counsel for purposes of providing legal advice.

We will ensure that the privilege log is prepared with sufficient specificity to allow the reviewing agency to assess the validity of each privilege claim, consistent with established practice.

VI. ITEM 4(d) DOCUMENT IDENTIFICATION AND LOG

A. Scope

Item 4(d) of the HSR Notification and Report Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. This requirement overlaps substantially with Item 4(c), but it captures a broader category of materials in certain respects. In particular, Item 4(d) encompasses not only documents that were prepared in the ordinary course of evaluating the proposed acquisition, but also third-party reports, industry studies, market surveys, and consultant analyses that were obtained or commissioned for the purpose of evaluating the acquisition and that address any of the specified competitive topics.

All documents identified as responsive under Item 4(c) are also responsive under Item 4(d) to the extent they fall within the definition of "studies, surveys, analyses, and reports." Accordingly, the document log for Item 4(d) will include all documents listed in Section V.B above, supplemented by the additional categories described below.

B. Additional Responsive Documents Beyond 4(c)

The following additional categories of documents have been identified as potentially responsive to Item 4(d) but not necessarily captured under Item 4(c):

Financial Advisor Analyses. Formal valuation analyses, comparable company analyses, precedent transaction analyses, discounted cash flow models, and market studies prepared by Prumvane Brothers & Co. and provided to Northgate officers or directors for the purpose of evaluating the Cascadia acquisition. While the pitch materials described in Section V.B.3 may include some of these analyses, Item 4(d) captures a broader set of financial advisor deliverables, including standalone valuation reports and market study appendices that may not have been included in the primary presentation decks. We are coordinating with Simone Favreau at Prumvane Brothers & Co. to ensure that all responsive deliverables are collected and reviewed.

Industry Reports. Any third-party industry reports or market studies relating to the U.S. fiber-optic infrastructure market, the Pacific Northwest telecommunications market, or the data center interconnection market that were obtained, commissioned, or specifically procured by Northgate for the purpose of evaluating the Cascadia acquisition. This category includes commercially available market research reports (e.g., from telecommunications industry research firms) that were purchased or licensed by Northgate's corporate development team and provided to officers or directors in connection with the evaluation of the transaction. It also includes any bespoke market studies commissioned by Northgate from third-party consultants for the specific purpose of assessing Cascadia's market position or the competitive dynamics of the Pacific Northwest fiber market. We note that general industry reports received by Northgate in the ordinary course of business and not specifically obtained for purposes of evaluating this acquisition are not responsive under Item 4(d).

Synergy Analyses. Documents that analyze potential revenue synergies and cost synergies from combining Cascadia's fiber-optic network with Northgate's telecommunications services and SaaS operations. These analyses address, among other things, the projected revenue uplift from deploying the NetOrchestra platform to Cascadia's customer base, the potential for cross-selling Northgate's enterprise services to Cascadia's existing customers, anticipated cost savings from network optimization and elimination of third-party wholesale access charges in the Pacific Northwest, and the potential for accelerated fiber network expansion enabled by Northgate's capital resources. To the extent these synergy analyses address markets, sales growth potential, or expansion into geographic markets, they are responsive under Item 4(d).

Integration Planning Documents. Any pre-signing integration planning materials that were shared with Northgate officers or directors and that discuss the combined company's post-acquisition market positioning, competitive strategy, or go-to-market approach. We note that integration planning activities at this stage should be limited in scope and consistent with gun-jumping compliance protocols. To the extent that integration planning documents have been prepared and shared with officers or directors, those that address market positioning, competitive dynamics, or expansion into new markets or product categories are responsive.

C. Document Log Format

The Item 4(d) document log will follow the same format as the Item 4(c) document log: each responsive document will be identified by Bates number, date, author, recipient(s), document type, title or description, the applicable responsive item (4(c), 4(d), or both), the specific responsive topics, and whether a privilege is asserted. A single consolidated log will be prepared covering all responsive documents under both Item 4(c) and Item 4(d), with appropriate coding to indicate which item(s) each document is responsive to.

VII. COMPETITIVE ANALYSIS NARRATIVE

A. Introduction and Executive Summary

This competitive analysis narrative has been prepared for submission with Northgate Telecommunications PLC's HSR premerger notification in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. The purpose of this narrative is to provide the reviewing agency — whether the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice — with a comprehensive overview of the competitive landscape relevant to the proposed transaction and to demonstrate that the acquisition does not raise material antitrust concerns under Section 7 of the Clayton Act, 15 U.S.C. § 18.

The proposed acquisition is principally a complementary combination. Northgate is a UK-headquartered integrated telecommunications services provider and enterprise SaaS platform company with limited existing physical infrastructure in the United States. Cascadia is a regional fiber-optic network infrastructure operator serving the Pacific Northwest. The transaction brings together Northgate's global telecommunications capabilities, enterprise customer relationships, and proprietary NetOrchestra software platform with Cascadia's extensive fiber-optic network spanning Oregon, Washington, Idaho, and northern Nevada.

There is minimal horizontal overlap between the parties' operations. Northgate does not own or operate any fiber-optic infrastructure in the United States and does not compete with Cascadia in any fiber infrastructure market. The transaction does not eliminate a current competitor from any relevant market. Rather, it creates a vertically integrated platform that combines upstream fiber infrastructure with downstream telecommunications services and network management software, enhancing the offerings available to customers throughout the Pacific Northwest.

The acquisition is procompetitive and beneficial to consumers. It will enable the deployment of Northgate's NetOrchestra platform to Cascadia's customer base, introduce new service capabilities, drive capital investment in network expansion, and generate operational efficiencies that are expected to benefit end users through improved service quality and potential price reductions. For these reasons, we respectfully submit that the proposed transaction does not raise concerns under Section 7 of the Clayton Act and that early termination of the waiting period should be granted.

B. The Parties' Businesses

1. Northgate Telecommunications PLC

Northgate Telecommunications PLC is a publicly traded, integrated telecommunications services provider and enterprise software company headquartered in London, United Kingdom. Founded in 1993, Northgate has grown into one of the United Kingdom's leading providers of voice, data, and managed network services to enterprise customers, with operations extending across Europe and, more recently, into North America and the Asia-Pacific region.

Northgate is listed on the London Stock Exchange under the ticker symbol "NTP" and maintains American Depositary Receipts on the New York Stock Exchange under the ticker symbol "NTPL." For its fiscal year ended December 31, 2024, Northgate reported total revenue of approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates) and EBITDA of approximately £894 million (approximately $1.13 billion). As of February 24, 2025, Northgate's market capitalization was approximately £6.1 billion (approximately $7.7 billion).

Northgate's business is organized around two principal segments. The first is its integrated telecommunications services segment, which provides voice, data, and managed network services to enterprise and mid-market customers, primarily in the United Kingdom and Europe. These services include dedicated internet access, MPLS and SD-WAN connectivity, hosted voice and unified communications, and managed security services. The second is its enterprise SaaS platform segment, which develops and licenses "NetOrchestra," a proprietary unified communications and network orchestration software platform. NetOrchestra enables enterprise customers to

HSR ACT PREMERGER NOTIFICATION — DRAFT ITEM 4 DOCUMENTS & COMPETITIVE ANALYSIS NARRATIVE
Prepared in Connection with the Proposed Acquisition of Cascadia Fiber Networks, Inc. by Northgate Telecommunications PLC
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT COMMUNICATION
Distribution:
• Oliver Mackenzie, Responsible Partner, M&A, Calderwood & Harkness LLP
• Harrison Wexford, Billing Partner, M&A, Calderwood & Harkness LLP
• Philippa Ashworth, General Counsel, Northgate Telecommunications PLC
• Liam Sutherland, VP Corporate Development, Northgate Telecommunications PLC
This memorandum is a confidential attorney-client communication and attorney work product prepared by Calderwood & Harkness LLP for the exclusive use of Northgate Telecommunications PLC. It is protected from disclosure by the attorney-client privilege, the work product doctrine, and all other applicable privileges and protections. Distribution or disclosure to any person or entity other than those listed above is strictly prohibited without the prior written consent of Calderwood & Harkness LLP. This memorandum does not constitute legal advice to any party other than Northgate Telecommunications PLC.
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I. EXECUTIVE SUMMARY
A. Purpose and Scope
This memorandum accompanies the draft Hart-Scott-Rodino ("HSR") premerger notification materials being prepared in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. ("Cascadia" or "CFN"), a Delaware corporation headquartered at 2750 NW Thurman Street, Suite 400, Portland, OR 97210, by Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company organized under the laws of England and Wales, headquartered at 14 Broadwick Place, London W1F 8HN, United Kingdom.
The purpose of this memorandum is threefold. First, it provides the deal team and Northgate's in-house legal department with a comprehensive overview of the HSR filing obligations arising from the proposed transaction, including applicable thresholds, filing mechanics, and procedural requirements. Second, it identifies and catalogs the documents that are responsive to Items 4(c) and 4(d) of the HSR notification form, setting forth the search protocol and document log for materials that must be produced as part of the filing. Third, it presents a detailed competitive analysis narrative intended for submission alongside the notification form, designed to explain the transaction's competitive dynamics to the reviewing antitrust agency and support a request for early termination of the statutory waiting period.
The proposed transaction is structured as a forward merger under Section 251 of the Delaware General Corporation Law ("DGCL"), pursuant to which NTP Acquisition Sub, Inc. ("Merger Sub"), a Delaware corporation (DE File No. 7301524) incorporated on February 21, 2025, as a wholly owned subsidiary of Northgate, will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. Upon consummation of the merger, each share of Cascadia common stock (other than cancelled shares and dissenting shares) will be converted into the right to receive its pro rata portion of the aggregate merger consideration in cash. No stock, securities, or other non-cash consideration will be issued or paid in connection with the transaction.
The aggregate merger consideration is $750,000,000, payable entirely in cash. The consideration will be funded through a combination of (i) a $500,000,000 senior secured credit facility arranged by Pinnacle Atlantic Bank, N.A. as administrative agent (commitment letter dated March 10, 2025, Reference No. PAB-CL-2025-03102), and (ii) $250,000,000 in cash on hand from Northgate's existing treasury and operating accounts.
B. Filing Obligation Summary
The proposed transaction is subject to the premerger notification and waiting period requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, 15 U.S.C. § 18a (the "HSR Act"), and the implementing rules promulgated by the Federal Trade Commission ("FTC") at 16 C.F.R. Parts 801–803. Filing is required because the transaction meets both the size-of-transaction test and the size-of-person test under the 2025 adjusted thresholds published by the FTC.
With respect to the size-of-transaction test, the total value of the transaction is $750,000,000, which exceeds the $119.5 million threshold (as adjusted for 2025). The aggregate consideration payable to Cascadia's stockholders constitutes the "total amount of voting securities and assets" being acquired for purposes of this test, and no additional valuation analysis is necessary given that the transaction price itself exceeds the threshold on its face.
With respect to the size-of-person test, the combined financial profiles of the parties readily satisfy the applicable thresholds. Northgate's total annual net revenues for fiscal year 2024 were approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates), and its total assets comfortably exceed the $22.0 million threshold. Cascadia's total annual net revenues for fiscal year 2024 were $187.4 million. Accordingly, the combined revenues of the two parties exceed the $110.4 million size-of-person threshold for transactions valued between $119.5 million and $478.0 million, and in any event the transaction value of $750,000,000 exceeds the $478.0 million threshold at which the size-of-person test is not required.
The applicable filing fee for this transaction, based on the 2025 fee schedule published pursuant to the Merger Filing Fee Modernization Act of 2022, is $250,000. This fee applies to transactions valued between $500,000,001 and $1,000,000,000. The filing fee is payable by the acquiring person (Northgate), though the allocation of the fee as between the parties is subject to agreement in the merger agreement.
Both Northgate (as the "acquiring person") and Cascadia (as the "acquired person") are required to file separate notification forms. Northgate's filing will be prepared by this firm, Calderwood & Harkness LLP. Cascadia's filing will be prepared by its outside counsel, Whitmore, Kessler & Braun LLP ("WKB"), with coordination between the two firms to ensure consistency and simultaneous submission.
C. Target Filing Date
The HSR filing timeline is driven by the anticipated execution date of the definitive Agreement and Plan of Merger. The current target signing date is April 7, 2025, and the parties intend to file their respective HSR notification forms within ten business days of signing, on or about April 21, 2025.
Upon submission of both parties' notification forms, the initial statutory waiting period of 30 calendar days will commence. Both parties intend to request early termination of the waiting period concurrently with the filing of their notifications. If the reviewing agency grants early termination, the waiting period will end before the expiration of the full 30-day period, and the parties will be free to close the transaction (subject to satisfaction of all other conditions to closing).
In the event that the reviewing agency issues a request for additional information and documentary material (commonly referred to as a "second request"), the initial waiting period will be suspended, and a new 30-day waiting period will commence upon the date of substantial compliance with the second request by both parties. As discussed in greater detail in Section VII of this memorandum, we consider the likelihood of a second request to be low in light of the complementary nature of the transaction and the absence of meaningful horizontal overlap.
The estimated regulatory timeline for all approvals — including the HSR waiting period, FCC Transfer of Control applications, state public utility commission approvals in Oregon, Washington, Idaho, and Nevada, and CFIUS review — is approximately 90 to 150 days from the signing date. This estimate contemplates parallel processing of regulatory filings where possible. The outside date for consummation of the merger, as set forth in the draft Agreement and Plan of Merger, is September 30, 2025, with a mutual 60-day extension option to November 29, 2025, exercisable by either party if the sole outstanding condition to closing is the receipt of regulatory approvals. We believe the transaction should close well within this timeline.
D. Antitrust Risk Assessment
Our preliminary assessment is that the proposed acquisition presents low antitrust risk. The transaction is principally a vertical or complementary combination, bringing together Northgate's integrated telecommunications services and enterprise SaaS capabilities with Cascadia's regional fiber-optic network infrastructure in the Pacific Northwest.
Northgate is a UK-headquartered integrated telecommunications and enterprise SaaS provider, listed on the London Stock Exchange (LSE: NTP) and with American Depositary Receipts on the New York Stock Exchange (NYSE: NTPL). While Northgate generates substantial global revenues, its existing U.S. operations are limited to SaaS software licensing and a small enterprise sales office. Critically, Northgate does not own or operate any fiber-optic infrastructure in the United States. It does not provide last-mile, middle-mile, or long-haul fiber services in any U.S. market. Its U.S. telecommunications services are resold through third-party networks under wholesale agreements.
Cascadia, by contrast, is a regional fiber-optic network operator with approximately 4,800 route miles of fiber infrastructure spanning Oregon, Washington, Idaho, and northern Nevada. Cascadia provides lit and dark fiber services, wavelength provisioning, and data center interconnection to a customer base consisting of regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts.
There is no significant horizontal overlap between the parties in any relevant antitrust market. The transaction does not eliminate a competitor from any market in which the parties currently compete. Rather, the acquisition fills a gap in Northgate's North American middle-mile network strategy and provides a platform for the deployment of Northgate's proprietary "NetOrchestra" SaaS network management suite to Cascadia's existing customer base.
Based on this analysis, we recommend proceeding with a request for early termination and believe it is likely to be granted. We consider a second request to be unlikely. We will, however, continue to refine this assessment as the Item 4 document collection process is completed and as we receive additional competitive intelligence from the parties and their advisors.
II. FILING MECHANICS AND PROCEDURAL REQUIREMENTS
A. Filers
The HSR notification form must be filed by or on behalf of each "person" that is a party to the transaction, within the meaning of the HSR Act and the implementing rules. In a merger transaction, both the acquiring person and the acquired person must file separate notification forms.
Acquiring Person. The "acquiring person" for purposes of the HSR filing is Northgate Telecommunications PLC, which is the ultimate parent entity ("UPE") of the corporate family that includes Merger Sub. Northgate is the entity that will, upon consummation of the merger, hold all of the equity interests in Cascadia through its ownership of Merger Sub (or, more precisely, through its direct ownership of Cascadia as the surviving corporation in the merger). The filing will be made on behalf of Northgate as the UPE of the acquiring person. Northgate's U.S. subsidiary maintains Employer Identification Number ("EIN") 87-3421056, which will be used for filing purposes. Northgate itself, as a foreign entity organized under the laws of England and Wales, does not have a U.S. EIN, but the notification form permits identification of the UPE through its principal domestic subsidiary's EIN or through alternative identification.
NTP Acquisition Sub, Inc. (DE File No. 7301524; EIN: 93-2587401), the Merger Sub formed by Northgate solely to effect the forward merger, is a shell entity with no independent operations. Liam Sutherland, Northgate's Vice President of Corporate Development, serves as the sole director of Merger Sub. Merger Sub was incorporated in Delaware on February 21, 2025, and is capitalized with 100 shares of common stock ($0.01 par value per share), all of which are held by Northgate. Because Merger Sub is included within the Northgate UPE's controlled entity group, it does not file a separate HSR notification form; rather, it is encompassed within Northgate's filing as the acquiring person.
Acquired Person. The "acquired person" for purposes of the HSR filing is Cascadia Fiber Networks, Inc. (EIN: 45-6128937). Cascadia is itself the UPE for HSR purposes. Although Timberline Growth Partners, LP holds approximately 42.3% of Cascadia's outstanding equity, this ownership stake does not constitute "control" for purposes of the HSR rules, which generally define control as holding 50% or more of the outstanding voting securities or having the contractual power presently to designate 50% or more of the board of directors. Subject to further analysis of the Timberline stockholders' agreement and governance arrangements, we have tentatively concluded that Timberline does not hold sufficient control indicia to be deemed the UPE. No other single stockholder holds a majority interest. Accordingly, Cascadia itself is treated as the UPE for HSR purposes.
Cascadia's HSR filing will be prepared by its outside counsel, Whitmore, Kessler & Braun LLP, under the direction of Jonathan Kessler (Lead Partner, M&A) and Aaron Whitmore (Regulatory Counsel). Calderwood & Harkness LLP will coordinate closely with WKB to ensure that both filings are consistent in their description of the transaction, the relevant markets, and the competitive landscape, and that both filings are submitted simultaneously.
B. Filing Fee
The applicable HSR filing fee is determined by the total value of the transaction. For the 2025 calendar year, the FTC has published the following fee schedule, as adjusted under the Merger Filing Fee Modernization Act of 2022:
The total value of the proposed transaction is $750,000,000, which falls within the $536.5 million to $1,073,000,000 tier. The applicable filing fee is therefore $250,000.
Under customary practice, the filing fee is paid by the acquiring person, though the parties may agree to allocate the cost differently in the merger agreement or a side letter. The draft merger agreement currently provides that the filing fee shall be borne by Northgate. The fee will be paid by wire transfer to the FTC at the time of filing.
C. Waiting Period
Upon the filing of both parties' HSR notification forms, the initial statutory waiting period of 30 calendar days will commence. During this period, the parties are prohibited from consummating the merger. The waiting period runs from the date on which both parties' filings have been received by the applicable reviewing agency. If only one party files on a given date and the other party files later, the waiting period does not begin until the second filing is received.
Both parties intend to request early termination of the waiting period concurrently with the submission of their notification forms. Early termination, if granted, permits the parties to close the transaction before the expiration of the full 30-day waiting period. The FTC publishes notices of early termination grants on its website. While the grant of early termination is discretionary and cannot be guaranteed, the agencies routinely grant early termination for transactions that do not present competitive concerns. Given the complementary nature of this transaction and the absence of horizontal overlap, we believe a request for early termination has a reasonable likelihood of being granted.
In the unlikely event that the reviewing agency determines that additional investigation is warranted, it may issue a request for additional information and documentary material (a "second request") before the expiration of the initial 30-day waiting period. The issuance of a second request has the effect of extending the waiting period indefinitely until both parties have substantially complied with the second request, at which point a new 30-day waiting period begins to run. Compliance with a second request is typically a substantial undertaking involving extensive document production and interrogatory responses, and it can add three to six months or more to the regulatory timeline.
As noted above, we consider the likelihood of a second request in this transaction to be low. Nevertheless, we will be prepared to respond promptly if the reviewing agency raises questions during the initial waiting period. We may also consider proactively contacting the reviewing staff during the waiting period to offer a briefing on the transaction and to address any preliminary concerns, particularly if we determine that such outreach would facilitate early termination.
If the initial 30-day waiting period extends toward its expiration without a grant of early termination and without the issuance of a second request, we may explore a timing agreement with the reviewing agency. A timing agreement is a voluntary arrangement whereby the parties agree to provide the agency with additional time to complete its review (typically 30 days or more beyond the initial waiting period) in exchange for the agency's agreement not to issue a second request. Timing agreements can be an efficient mechanism for resolving the agency's concerns short of the substantial burden of full second request compliance.
D. Confidentiality
All HSR filings and submitted materials are confidential under 15 U.S.C. § 18a(h). The notification form, the accompanying documents, and any additional information provided to the reviewing agency during the waiting period are exempt from public disclosure under the Freedom of Information Act. The reviewing agency may not disclose the content of the filings to any person or entity other than its own staff, except as necessary for law enforcement purposes.
However, the fact that an HSR filing has been made — as opposed to the contents of the filing — is not itself confidential. The parties may, and in many transactions are required to, disclose the fact of the HSR filing in public documents. In particular, the merger agreement will contain a provision acknowledging the parties' obligation to file HSR notifications and to cooperate in obtaining regulatory clearance. Additionally, public disclosure filings with the U.S. Securities and Exchange Commission ("SEC") and the London Stock Exchange ("LSE") in connection with the announcement of the transaction will reference the HSR filing requirement and the estimated timeline for regulatory clearance. Northgate's Form 6-K or other applicable filing, and any press release announcing the transaction, should be coordinated to include appropriate HSR-related disclosures.
E. Penalties for Non-Compliance
The consequences of non-compliance with the HSR Act's notification and waiting period requirements are severe. Consummation of a reportable transaction before the expiration or early termination of the applicable waiting period subjects the parties to civil penalties of up to $51,744 per day of violation (as adjusted for 2025). These penalties may be imposed by a federal district court upon application by the FTC or the Department of Justice ("DOJ"), and they apply to each day that the violation continues.
In addition to the risk of monetary penalties, the parties must be mindful of the prohibition on "gun-jumping" — that is, the prohibition on premature operational integration or coordination of competitive activities between the merging parties during the period between signing and closing. The gun-jumping prohibition derives from both the HSR Act (which prohibits the beneficial transfer of control before expiration of the waiting period) and Section 1 of the Sherman Act (which prohibits agreements in restraint of trade, including coordination between competitors prior to a lawful merger). Even in a transaction where the parties are not current competitors — as is the case here — the parties should exercise caution to avoid any conduct that could be characterized as premature integration or transfer of operational control.
We will provide the deal team with separate gun-jumping guidance to ensure compliance during the pre-closing period. In general, the parties should continue to operate their respective businesses independently, should not share competitively sensitive information except through clean-team protocols, and should not take any steps to integrate operations, systems, or personnel prior to the closing of the merger.
III. PARTIES TO THE TRANSACTION — ITEM 1 / ITEM 2 INFORMATION
This section sets forth the information required under Items 1 and 2 of the HSR Notification and Report Form for each of the parties to the transaction. Item 1 requires identification of the filing person, and Item 2 requires identification of the acquired entity and other parties to the transaction. The information presented below will be used to complete the applicable fields of the notification form.
A. Acquiring Person — Northgate Telecommunications PLC
Full Legal Name: Northgate Telecommunications PLC
Jurisdiction of Organization: England and Wales (public limited company, incorporated under the Companies Act 2006)
Registered Office and Principal Executive Offices: 14 Broadwick Place, London W1F 8HN, United Kingdom
Principal Executive Officers:
• Sir Malcolm Trent, KBE — Chief Executive Officer
• Gemma Haverford — Chief Financial Officer
• Philippa Ashworth — General Counsel and Company Secretary
Chair of the Board of Directors: Dame Catherine Enright, DBE
U.S. Registered Agent (for NTP Acquisition Sub, Inc.): Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801
Stock Exchange Listings: Northgate is listed on the London Stock Exchange under the ticker symbol "NTP." American Depositary Receipts ("ADRs") representing Northgate's ordinary shares are listed on the New York Stock Exchange under the ticker symbol "NTPL." Each ADR represents two ordinary shares of Northgate.
Financial Information (FY2024):
Business Description: Northgate is an integrated telecommunications services provider and enterprise SaaS platform company. Its core business lines include the provision of voice, data, and managed network services to enterprise customers, principally in the United Kingdom and Europe. Northgate also develops and licenses its proprietary "NetOrchestra" platform, a SaaS-based unified communications and network orchestration software suite sold to mid-market and enterprise customers globally. Northgate's existing U.S. operations are limited primarily to SaaS licensing activities conducted through a U.S. subsidiary and a small enterprise sales office located in New York. Northgate does not own or operate any fiber-optic infrastructure, last-mile network facilities, or other physical telecommunications network assets in the United States. Where Northgate provides telecommunications services to U.S.-based customers, those services are delivered through resale arrangements utilizing third-party networks.
NAICS Codes (Preliminary):
• 517111 — Wired Telecommunications Carriers
• 517311 — Telecommunications Resellers
• 511210 — Software Publishers
Additional NAICS codes may be applicable based on a complete review of the full scope of Northgate's U.S. operations and revenue sources, and will be confirmed prior to filing.
Ultimate Parent Entity Identification: Northgate Telecommunications PLC is itself the ultimate parent entity ("UPE") for purposes of the HSR Act. Northgate has no parent company or controlling stockholder. Its shares are widely held and publicly traded. Accordingly, the notification form will identify Northgate as the UPE of the acquiring person.
B. Acquired Entity — Cascadia Fiber Networks, Inc.
Full Legal Name: Cascadia Fiber Networks, Inc.
Jurisdiction of Organization: Delaware (corporation); Delaware Secretary of State File No. 5197843
Principal Executive Offices: 2750 NW Thurman Street, Suite 400, Portland, Oregon 97210
Year Founded: 2011
Principal Executive Officers:
• Derek Holmgren — Chief Executive Officer and Co-Founder
• Priya Ramachandran — Chief Technology Officer and Co-Founder
• Tobias Engel — Chief Financial Officer
• Sandra Whitfield — General Counsel
Board of Directors:
Financial Information (FY2024):
Business Description: Cascadia is a regional fiber-optic network infrastructure operator founded in 2011 and headquartered in Portland, Oregon. Cascadia owns and operates approximately 4,800 route miles of fiber-optic cable spanning the states of Oregon, Washington, Idaho, and northern Nevada. Its services include the provision of lit fiber (managed bandwidth) and dark fiber (unlit fiber strands leased to customers who provide their own optical equipment), wavelength provisioning, and data center interconnection. Cascadia serves a diverse customer base that includes regional internet service providers ("ISPs"), hyperscale data center operators, municipal broadband programs and cooperatives, and enterprise accounts across a range of industries. Key metro areas served by Cascadia's network include Portland, Oregon; Seattle, Washington; Boise, Idaho; and Reno, Nevada. Cascadia's intercity fiber routes include the Portland–Seattle corridor, the Portland–Boise corridor, and the Boise–Reno corridor, among others.
Key Commercial Relationships:
• Pacific Ridge Data Centers, LLC — Approximately $22 million in annual revenue under a Master Services Agreement ("MSA") for data center interconnection and dark fiber services. The MSA contains a change of control consent requirement, which will need to be addressed as a condition to or in connection with the closing of the merger.
• Clearpath Internet Services, Inc. — Twenty-year wholesale fiber Indefeasible Right of Use ("IRU") agreement, providing Clearpath with dedicated dark fiber capacity on certain of Cascadia's intercity routes.
• Oregon Municipal Broadband Cooperative — Long-term fiber lease and managed connectivity agreement supporting municipal broadband deployment in rural Oregon communities.
NAICS Codes (Preliminary):
• 517111 — Wired Telecommunications Carriers
• 517112 — Wired Telecommunications Carriers (with emphasis on fiber infrastructure)
• 237130 — Power and Communication Line and Related Structures Construction (to the extent Cascadia self-performs construction activities on its fiber network)
Equity Ownership:
Fully Diluted Shares Outstanding: 47,500,000 shares, calculated on a fully diluted basis to include all outstanding shares of common stock, unexercised stock options (whether vested or unvested), unvested restricted stock units, and outstanding warrants.
Implied Per-Share Price: $15.79 (rounded), calculated as $750,000,000 ÷ 47,500,000 = $15.7895 per fully diluted share.
Ultimate Parent Entity Identification: Cascadia Fiber Networks, Inc. is itself the UPE for purposes of the HSR Act. No single stockholder holds 50% or more of Cascadia's outstanding voting securities. While Timberline Growth Partners, LP holds the largest single block at 42.3%, this ownership level does not constitute "control" under the HSR rules absent additional indicia of control (such as the contractual right to designate a majority of the board of directors or to exercise veto rights over material business decisions). We have reviewed the Cascadia stockholders' agreement and note that Timberline has the right to designate one board seat (currently held by Clive Atherton, who serves as Chair) but does not have the right to designate a majority of the board. Timberline does hold certain protective provisions (including a consent right over equity issuances above a specified threshold and a right to participate in any sale transaction), but these provisions are not sufficient, individually or collectively, to establish "control" for HSR UPE purposes. This analysis is subject to further refinement, and we will confirm the UPE determination prior to filing.
C. Merger Sub
Full Legal Name: NTP Acquisition Sub, Inc.
Jurisdiction of Organization: Delaware; Delaware Secretary of State File No. 7301524
Date of Incorporation: February 21, 2025
Sole Director: Liam Sutherland, VP Corporate Development, Northgate Telecommunications PLC
Capitalization: 100 shares of common stock, $0.01 par value per share, all of which are held by Northgate Telecommunications PLC
EIN: 93-2587401
Registered Agent: Corporation Trust Associates, 1209 Orange Street, Wilmington, Delaware 19801
Purpose: NTP Acquisition Sub, Inc. is a shell entity formed solely to effect the forward merger contemplated by the Agreement and Plan of Merger. Merger Sub has no assets other than its nominal capitalization, no liabilities, no employees, and no operations. Upon consummation of the merger, Merger Sub will merge with and into Cascadia pursuant to DGCL § 251, with Cascadia surviving as a wholly owned subsidiary of Northgate. The separate corporate existence of Merger Sub will cease upon the effectiveness of the merger.
IV. DESCRIPTION OF THE TRANSACTION — ITEM 3
This section describes the structure, terms, and rationale of the proposed transaction as required by Item 3 of the HSR Notification and Report Form. The information set forth below is based on the current draft of the Agreement and Plan of Merger, the executed letter of intent (Ref: NTP-CFN-LOI-2025-001, dated February 14, 2025), and related transaction documents. The description will be updated to reflect any changes to the definitive agreement prior to signing.
A. Transaction Structure
The proposed acquisition is structured as a forward merger under Section 251 of the Delaware General Corporation Law. Pursuant to the Agreement and Plan of Merger to be entered into among Northgate Telecommunications PLC, NTP Acquisition Sub, Inc., and Cascadia Fiber Networks, Inc., Merger Sub will merge with and into Cascadia, with Cascadia surviving the merger as a wholly owned subsidiary of Northgate. The merger will become effective upon the filing of a Certificate of Merger with the Delaware Secretary of State (or at such later time as may be specified in the Certificate of Merger).
At the effective time of the merger, each share of Cascadia common stock issued and outstanding immediately prior to the effective time (other than shares held in the treasury of Cascadia, shares held by Northgate, Merger Sub, or any of their affiliates, and shares held by stockholders who have properly exercised appraisal rights under DGCL § 262) will be converted into the right to receive its pro rata portion of the aggregate merger consideration of $750,000,000, payable in cash. No stock, securities, or other non-cash consideration will be issued or paid in the merger. All outstanding options to purchase Cascadia common stock will be cancelled and converted into the right to receive cash in an amount equal to the excess of the per-share merger consideration over the applicable exercise price, multiplied by the number of shares subject to such option. All outstanding restricted stock units will be cancelled and converted into the right to receive cash in an amount equal to the per-share merger consideration multiplied by the number of shares subject to such RSU. All outstanding warrants will be treated on the same basis as options.
The surviving corporation will continue to operate under the name "Cascadia Fiber Networks, Inc." following the merger, and its certificate of incorporation and bylaws will be amended to conform to those of a wholly owned subsidiary of Northgate. The directors and officers of the surviving corporation will be designated by Northgate effective as of the closing.
B. Key Transaction Terms
The following summarizes the key economic and contractual terms of the proposed transaction:
Aggregate Merger Consideration: $750,000,000, payable entirely in cash. The consideration represents the total amount payable to holders of Cascadia common stock, options, restricted stock units, and warrants on a fully diluted basis.
Implied Per-Share Price: Approximately $15.79, based on 47,500,000 fully diluted shares outstanding.
Implied Enterprise Value / EBITDA Multiple: Approximately 12.25x, calculated as $750,000,000 divided by Cascadia's fiscal year 2024 EBITDA of $61.2 million. This multiple is consistent with recent precedent transactions in the fiber infrastructure sector.
Stockholder Approval: The merger requires the affirmative vote of the holders of a majority of the outstanding shares of Cascadia common stock entitled to vote thereon, in accordance with DGCL § 251(c). Stockholder approval will be solicited through a written consent or a special meeting of stockholders, as determined by the Cascadia board.
Voting Support Agreements: Timberline Growth Partners, LP (holding approximately 42.3% of Cascadia's outstanding shares) and Ridgecrest Venture Fund III, LP (holding approximately 17.8%) have agreed to enter into voting support agreements concurrently with the execution of the merger agreement. Under these agreements, Timberline and Ridgecrest will agree to vote all of their shares in favor of the merger. The combined holdings of these two stockholders total approximately 60.1% of Cascadia's outstanding shares, which exceeds the majority threshold required for stockholder approval. Accordingly, stockholder approval is effectively assured at signing, absent a successful superior proposal that triggers the fiduciary out.
No-Shop Provision: The merger agreement will contain a customary "no-shop" restriction that will become effective at signing. Cascadia and its representatives will be prohibited from soliciting, initiating, or encouraging any alternative acquisition proposals, and from furnishing confidential information to or engaging in discussions or negotiations with any third party regarding an alternative acquisition proposal. The no-shop restriction is subject to a customary fiduciary out, pursuant to which the Cascadia board may respond to an unsolicited bona fide written acquisition proposal that the board determines in good faith (after consultation with its outside financial advisors and legal counsel) constitutes or is reasonably likely to lead to a "superior proposal." Northgate will have a four-business-day match right following receipt of notice from Cascadia of the Cascadia board's determination that a superior proposal has been received.
Target Signing Date: April 7, 2025.
Estimated Closing Date: August 2025, subject to receipt of all required regulatory approvals and satisfaction of other closing conditions.
Outside Date: September 30, 2025. The outside date is extendable by mutual agreement of the parties (or unilaterally by either party, per current draft) to November 29, 2025 (a 60-day extension), if the sole outstanding condition to closing is the receipt of one or more required regulatory approvals. If the transaction has not closed by the outside date (as may be extended), either party may terminate the merger agreement.
C. Transaction Rationale (Business Purpose)
The proposed acquisition serves a clear and compelling strategic rationale for Northgate. Cascadia's extensive fiber-optic network infrastructure in the Pacific Northwest fills a critical gap in Northgate's North American middle-mile network strategy. Although Northgate is a substantial global telecommunications services provider, it lacks owned physical network infrastructure in the United States. Its current U.S. operations rely entirely on third-party wholesale network access for the delivery of telecommunications services to its enterprise customers. The acquisition of Cascadia will provide Northgate with a proprietary, high-quality fiber backbone connecting major metropolitan areas and data center hubs across Oregon, Washington, Idaho, and northern Nevada.
Beyond the infrastructure itself, the acquisition provides a platform for Northgate to deploy its proprietary "NetOrchestra" SaaS network management suite to Cascadia's existing customer base. NetOrchestra is a unified communications and network orchestration platform that enables enterprise customers to manage, monitor, and optimize their network connectivity, voice services, and collaboration tools through a single integrated interface. Cascadia's customers — which include regional ISPs, hyperscale data center operators, municipal broadband programs, and enterprise accounts — represent a natural target market for NetOrchestra. The deployment of NetOrchestra to Cascadia's customer base is expected to enhance the value proposition offered to those customers, increase average revenue per customer, and differentiate the combined company's offerings in the competitive Pacific Northwest market.
The transaction is characterized by strong complementarity between the parties' respective capabilities. Northgate brings global scale, financial resources, enterprise SaaS expertise, and a proven track record of integrating acquired businesses. Cascadia brings deep regional expertise, an established and well-maintained fiber network, strong customer relationships, and a culture of operational excellence in network infrastructure management. The combination is expected to be greater than the sum of its parts, creating a differentiated, vertically integrated platform capable of offering end-to-end network solutions — from physical fiber infrastructure to software-defined network management — to customers throughout the Pacific Northwest and, over time, to customers in other U.S. markets as Northgate expands its domestic footprint.
D. Financing
The aggregate merger consideration of $750,000,000 will be funded through a combination of debt and cash on hand, as follows:
Senior Secured Credit Facility — $500,000,000. Northgate has obtained a commitment letter from Pinnacle Atlantic Bank, N.A. ("Pinnacle Atlantic"), acting as administrative agent and lead arranger, for a senior secured credit facility in the aggregate principal amount of $500,000,000 (Commitment Letter Reference No. PAB-CL-2025-03102, dated March 10, 2025). The credit facility consists of the following tranches:
• Term Loan A: $300,000,000, fully funded at closing, with scheduled amortization payments.
• Revolving Credit Facility: $200,000,000, available at closing for the payment of a portion of the merger consideration and for general corporate and working capital purposes.
• Maturity: Five years from the closing date of the merger.
• Interest Rate: SOFR plus 225 basis points, subject to leverage-based step-downs as the borrower's net leverage ratio decreases over time.
The credit facility will be syndicated among the following lenders:
Cash on Hand — $250,000,000. The balance of the merger consideration will be funded from Northgate's existing cash reserves and available liquid assets. Northgate's most recent balance sheet reflects available cash and cash equivalents in excess of $400 million, and the allocation of $250 million toward the merger consideration has been approved by Northgate's board of directors and treasury function.
Note Regarding Elkhorn Capital Markets, LLC. Elkhorn Capital Markets, LLC is both (i) an existing lender to Cascadia, holding an $82.6 million term loan that is currently outstanding and will be repaid in full at the closing of the merger (subject to a 1.0% prepayment premium of approximately $826,000), and (ii) a participant in the syndicate providing the acquisition financing to Northgate, with a $75 million commitment. This dual role does not raise HSR issues, as Elkhorn's participation in the acquisition financing is a standard commercial lending arrangement that does not involve the acquisition of voting securities or assets of either party. However, we note this relationship for completeness and to flag it for the deal team's attention in connection with closing mechanics, payoff letter coordination, and potential conflicts of interest analysis.
V. ITEM 4(c) DOCUMENT IDENTIFICATION AND LOG
A. Scope and Search Protocol
Item 4(c) of the HSR Notification and Report Form requires the production of all documents that were prepared by or for any officer or director of the filing person and that analyze the proposed transaction with respect to one or more of the following topics: market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. The scope of this requirement is broad, and the reviewing agency has historically interpreted it expansively. Documents that touch on any of the specified topics in the context of analyzing the proposed acquisition are responsive, even if the primary purpose of the document is to evaluate financial or strategic considerations rather than competitive dynamics.
The document search has been organized according to the following parameters:
Temporal Scope. The search encompasses all documents created since the inception of Northgate's interest in acquiring Cascadia, which we have dated to approximately September 2024. It was during September 2024 that Liam Sutherland, Northgate's VP of Corporate Development, first identified Cascadia as a potential acquisition target and initiated informal discussions with Prumvane Brothers & Co., Northgate's financial advisor, regarding the opportunity. The search extends through the present date and will continue through the filing date to capture any additional responsive documents created during the interim period.
Custodians Searched. The following individuals have been identified as custodians whose files (including email, electronic documents, and hard-copy files) are being searched for responsive documents:
Northgate Officers and Directors:
• Sir Malcolm Trent, KBE — Chief Executive Officer
• Gemma Haverford — Chief Financial Officer
• Philippa Ashworth — General Counsel and Company Secretary
• Liam Sutherland — Vice President, Corporate Development
• Dame Catherine Enright, DBE — Chair of the Board of Directors
External Advisors (documents provided to Northgate officers/directors):
• Prumvane Brothers & Co. — Simone Favreau, Lead Managing Director; Nathan Chu, Vice President. Documents prepared by Prumvane Brothers & Co. and provided to Northgate officers or directors are responsive to the extent they analyze the proposed acquisition with respect to the specified topics. The search encompasses all Prumvane Brothers & Co. deliverables, presentation materials, and written analyses that were shared with or provided to any Northgate officer or director.
Privilege. Documents protected by the attorney-client privilege or the attorney work product doctrine are being identified on a separate privilege log but will be withheld from production. Legal memoranda, legal advice correspondence, and other communications between Northgate's officers and directors and their legal counsel (including Calderwood & Harkness LLP and Philippa Ashworth in her capacity as General Counsel providing legal advice) are not responsive and will not be produced. Where a document contains both privileged and non-privileged content, we will assess on a document-by-document basis whether the document can be produced in redacted form or whether it must be withheld in its entirety.
B. Responsive Document Log
The following categories of documents have been identified as responsive to Item 4(c) based on the search conducted to date. Each responsive document will be entered into the Item 4 Document Log with the following information: Bates number, date, author, recipient(s), title or description, and the specific responsive topics addressed (i.e., which of the Item 4(c) categories — market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets — the document implicates). The final document log, with Bates numbers and complete metadata, will be prepared upon completion of the document collection process.
1. Board Presentations. Materials prepared by Liam Sutherland and/or Prumvane Brothers & Co. and presented to the Northgate board of directors in connection with the proposed Cascadia acquisition. These presentations include slides and accompanying memoranda analyzing the strategic rationale for the acquisition, the competitive landscape for fiber-optic network infrastructure in the Pacific Northwest, market sizing data for the regional fiber market, Cascadia's competitive position relative to other regional and national fiber providers, and the anticipated impact of the transaction on Northgate's U.S. market positioning. We have identified at least three board presentations containing responsive content: (i) an October 2024 preliminary opportunity assessment presented to the Northgate Strategy Committee; (ii) a January 2025 updated strategic analysis presented to the full board of directors in connection with authorization to proceed with the letter of intent; and (iii) a March 2025 transaction approval presentation in connection with the board's authorization to negotiate and execute the definitive merger agreement.
2. Investment Committee Memoranda. Internal Northgate investment committee papers prepared by Liam Sutherland and his corporate development team, with input from Northgate's finance and strategy groups. These memoranda discuss Cascadia's competitive position within the Oregon and Washington fiber markets, estimated market share data for middle-mile and metro fiber services in key corridors, an assessment of Cascadia's customer concentration and competitive vulnerabilities, and potential synergies from deploying the NetOrchestra platform to Cascadia's customer base. The investment committee memoranda are responsive because they directly analyze the acquisition in the context of market shares, competition, and expansion into geographic markets.
3. Prumvane Brothers & Co. Pitch Materials. Presentation decks prepared by Simone Favreau and Nathan Chu of Prumvane Brothers & Co. and provided to Northgate officers and/or directors. These materials include Prumvane Brothers' assessment of market dynamics in the U.S. fiber-optic infrastructure sector, comparable transaction analyses for recent fiber and telecom M&A transactions, Cascadia's positioning relative to competitors (including both named competitors and anonymized market share estimates), and strategic rationale slides framing the acquisition in the context of Northgate's broader U.S. expansion strategy. To the extent these materials were provided to officers or directors of Northgate, they are responsive under Item 4(c).
4. Due Diligence Summary Materials. Portions of due diligence summary reports and presentations that were shared with the Northgate board or officers. During the course of commercial, financial, and technical due diligence on Cascadia, various workstreams produced findings and analyses that address competitive dynamics, customer base composition, churn rates, and expansion opportunities. Where these findings were summarized and presented to officers or directors, the resulting documents are responsive. We note that the underlying diligence workpapers prepared by junior team members or by third-party consultants that were not shared with officers or directors are not responsive under Item 4(c), as they were not prepared "by or for" an officer or director within the meaning of the rule.
5. LOI Materials. Documents created in connection with the negotiation and execution of the Letter of Intent (Ref: NTP-CFN-LOI-2025-001, dated February 14, 2025). The LOI was preceded by internal memoranda and board materials discussing the deal rationale in competitive terms, including an assessment of how the acquisition would position Northgate relative to other entrants in the U.S. fiber market and the competitive dynamics of the Pacific Northwest in particular. These materials are responsive to the extent they discuss competition, markets, or expansion into geographic markets.
6. Strategic Planning Documents. Any Northgate corporate development documents predating the inception of formal discussions regarding the Cascadia acquisition (i.e., pre-September 2024) that discuss the Pacific Northwest fiber market, potential acquisition targets in the region, or Northgate's broader strategy for entering the U.S. fiber infrastructure market. While we have interpreted the temporal scope of the search broadly to capture these early-stage documents, we note that documents created well before the proposed transaction and not specifically addressing it may fall outside the scope of Item 4(c). We will evaluate each such document individually and include those that are reasonably construed as analyzing a potential transaction with Cascadia or a transaction substantially similar in scope.
C. Privilege Log
Documents withheld on grounds of attorney-client privilege or the work product doctrine will be identified on a separate privilege log. The privilege log will include, for each withheld document: the date of the document, the author, the recipient(s), a general description of the subject matter (sufficient to establish the basis for the privilege claim without revealing privileged content), and the specific privilege asserted.
The following categories of documents are anticipated to be included on the privilege log:
• Calderwood & Harkness LLP work product memoranda and legal analyses relating to antitrust risk assessment, HSR filing strategy, and competitive analysis prepared in anticipation of litigation or regulatory proceedings.
• Communications between Philippa Ashworth (General Counsel, Northgate) and Howard Bellamy or other Calderwood & Harkness LLP attorneys regarding the competitive implications of the proposed transaction.
• Draft versions of this memorandum and related attorney work product.
• Internal Calderwood & Harkness LLP analyses of the competitive landscape prepared at the direction of Northgate's General Counsel for purposes of providing legal advice.
We will ensure that the privilege log is prepared with sufficient specificity to allow the reviewing agency to assess the validity of each privilege claim, consistent with established practice.
VI. ITEM 4(d) DOCUMENT IDENTIFICATION AND LOG
A. Scope
Item 4(d) of the HSR Notification and Report Form requires the production of all studies, surveys, analyses, and reports that were prepared by or for any officer or director of the filing person for the purpose of evaluating or analyzing the proposed acquisition with respect to market shares, competition, competitors, markets, potential for sales growth, or expansion into product or geographic markets. This requirement overlaps substantially with Item 4(c), but it captures a broader category of materials in certain respects. In particular, Item 4(d) encompasses not only documents that were prepared in the ordinary course of evaluating the proposed acquisition, but also third-party reports, industry studies, market surveys, and consultant analyses that were obtained or commissioned for the purpose of evaluating the acquisition and that address any of the specified competitive topics.
All documents identified as responsive under Item 4(c) are also responsive under Item 4(d) to the extent they fall within the definition of "studies, surveys, analyses, and reports." Accordingly, the document log for Item 4(d) will include all documents listed in Section V.B above, supplemented by the additional categories described below.
B. Additional Responsive Documents Beyond 4(c)
The following additional categories of documents have been identified as potentially responsive to Item 4(d) but not necessarily captured under Item 4(c):
Financial Advisor Analyses. Formal valuation analyses, comparable company analyses, precedent transaction analyses, discounted cash flow models, and market studies prepared by Prumvane Brothers & Co. and provided to Northgate officers or directors for the purpose of evaluating the Cascadia acquisition. While the pitch materials described in Section V.B.3 may include some of these analyses, Item 4(d) captures a broader set of financial advisor deliverables, including standalone valuation reports and market study appendices that may not have been included in the primary presentation decks. We are coordinating with Simone Favreau at Prumvane Brothers & Co. to ensure that all responsive deliverables are collected and reviewed.
Industry Reports. Any third-party industry reports or market studies relating to the U.S. fiber-optic infrastructure market, the Pacific Northwest telecommunications market, or the data center interconnection market that were obtained, commissioned, or specifically procured by Northgate for the purpose of evaluating the Cascadia acquisition. This category includes commercially available market research reports (e.g., from telecommunications industry research firms) that were purchased or licensed by Northgate's corporate development team and provided to officers or directors in connection with the evaluation of the transaction. It also includes any bespoke market studies commissioned by Northgate from third-party consultants for the specific purpose of assessing Cascadia's market position or the competitive dynamics of the Pacific Northwest fiber market. We note that general industry reports received by Northgate in the ordinary course of business and not specifically obtained for purposes of evaluating this acquisition are not responsive under Item 4(d).
Synergy Analyses. Documents that analyze potential revenue synergies and cost synergies from combining Cascadia's fiber-optic network with Northgate's telecommunications services and SaaS operations. These analyses address, among other things, the projected revenue uplift from deploying the NetOrchestra platform to Cascadia's customer base, the potential for cross-selling Northgate's enterprise services to Cascadia's existing customers, anticipated cost savings from network optimization and elimination of third-party wholesale access charges in the Pacific Northwest, and the potential for accelerated fiber network expansion enabled by Northgate's capital resources. To the extent these synergy analyses address markets, sales growth potential, or expansion into geographic markets, they are responsive under Item 4(d).
Integration Planning Documents. Any pre-signing integration planning materials that were shared with Northgate officers or directors and that discuss the combined company's post-acquisition market positioning, competitive strategy, or go-to-market approach. We note that integration planning activities at this stage should be limited in scope and consistent with gun-jumping compliance protocols. To the extent that integration planning documents have been prepared and shared with officers or directors, those that address market positioning, competitive dynamics, or expansion into new markets or product categories are responsive.
C. Document Log Format
The Item 4(d) document log will follow the same format as the Item 4(c) document log: each responsive document will be identified by Bates number, date, author, recipient(s), document type, title or description, the applicable responsive item (4(c), 4(d), or both), the specific responsive topics, and whether a privilege is asserted. A single consolidated log will be prepared covering all responsive documents under both Item 4(c) and Item 4(d), with appropriate coding to indicate which item(s) each document is responsive to.
VII. COMPETITIVE ANALYSIS NARRATIVE
A. Introduction and Executive Summary
This competitive analysis narrative has been prepared for submission with Northgate Telecommunications PLC's HSR premerger notification in connection with the proposed acquisition of Cascadia Fiber Networks, Inc. The purpose of this narrative is to provide the reviewing agency — whether the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice — with a comprehensive overview of the competitive landscape relevant to the proposed transaction and to demonstrate that the acquisition does not raise material antitrust concerns under Section 7 of the Clayton Act, 15 U.S.C. § 18.
The proposed acquisition is principally a complementary combination. Northgate is a UK-headquartered integrated telecommunications services provider and enterprise SaaS platform company with limited existing physical infrastructure in the United States. Cascadia is a regional fiber-optic network infrastructure operator serving the Pacific Northwest. The transaction brings together Northgate's global telecommunications capabilities, enterprise customer relationships, and proprietary NetOrchestra software platform with Cascadia's extensive fiber-optic network spanning Oregon, Washington, Idaho, and northern Nevada.
There is minimal horizontal overlap between the parties' operations. Northgate does not own or operate any fiber-optic infrastructure in the United States and does not compete with Cascadia in any fiber infrastructure market. The transaction does not eliminate a current competitor from any relevant market. Rather, it creates a vertically integrated platform that combines upstream fiber infrastructure with downstream telecommunications services and network management software, enhancing the offerings available to customers throughout the Pacific Northwest.
The acquisition is procompetitive and beneficial to consumers. It will enable the deployment of Northgate's NetOrchestra platform to Cascadia's customer base, introduce new service capabilities, drive capital investment in network expansion, and generate operational efficiencies that are expected to benefit end users through improved service quality and potential price reductions. For these reasons, we respectfully submit that the proposed transaction does not raise concerns under Section 7 of the Clayton Act and that early termination of the waiting period should be granted.
B. The Parties' Businesses
1. Northgate Telecommunications PLC
Northgate Telecommunications PLC is a publicly traded, integrated telecommunications services provider and enterprise software company headquartered in London, United Kingdom. Founded in 1993, Northgate has grown into one of the United Kingdom's leading providers of voice, data, and managed network services to enterprise customers, with operations extending across Europe and, more recently, into North America and the Asia-Pacific region.
Northgate is listed on the London Stock Exchange under the ticker symbol "NTP" and maintains American Depositary Receipts on the New York Stock Exchange under the ticker symbol "NTPL." For its fiscal year ended December 31, 2024, Northgate reported total revenue of approximately £3.82 billion (approximately $4.83 billion at prevailing exchange rates) and EBITDA of approximately £894 million (approximately $1.13 billion). As of February 24, 2025, Northgate's market capitalization was approximately £6.1 billion (approximately $7.7 billion).
Northgate's business is organized around two principal segments. The first is its integrated telecommunications services segment, which provides voice, data, and managed network services to enterprise and mid-market customers, primarily in the United Kingdom and Europe. These services include dedicated internet access, MPLS and SD-WAN connectivity, hosted voice and unified communications, and managed security services. The second is its enterprise SaaS platform segment, which develops and licenses "NetOrchestra," a proprietary unified communications and network orchestration software platform. NetOrchestra enables enterprise customers to

HSR ACT PREMERGER NOTIFICATION — DRAFT ITEM 4 DOCUMENTS & COMPETITIVE ANALYSIS NARRATIVE

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II. FILING MECHANICS AND PROCEDURAL REQUIREMENTS

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