MEMORANDUM
CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Beatrice Holloway, Responsible Partner, Mergers & Acquisitions
FROM: Natasha Grier, Paralegal, Mergers & Acquisitions
DATE: May 3, 2024
RE: Conflicts Clearance — Proposed Representation of Solstice Biomedical Devices Ltd. in Acquisition of Meridian Surgical Technologies, Inc.
Matter Number: 1037-00006
1. Purpose and Scope of Memorandum
This memorandum documents the results of the conflicts of interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP, 590 Lexington Avenue, 35th Floor, New York, NY 10022 (the "Firm"), by Solstice Biomedical Devices Ltd. ("Solstice" or "SBD"), an Irish-domiciled private limited company registered with the Companies Registration Office under CRO Number 648217, with its principal offices located at Solstice House, 14 Fitzwilliam Place, Dublin 2, D02 YF82, Ireland.
The nature of the proposed engagement is the representation of Solstice as buyer's counsel in the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Meridian Surgical Technologies, Inc. ("Meridian" or the "Target"), a corporation organized and existing under the laws of the State of Delaware (Delaware Secretary of State File Number 5819734), headquartered at 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406. The proposed transaction is structured as a stock purchase, with an estimated aggregate deal value of approximately Two Hundred Twenty Million United States Dollars ($220,000,000), together with a potential additional regulatory-milestone earnout payment the terms and amount of which are still under negotiation between the parties. For purposes of this memorandum, the proposed transaction is referred to as the "Transaction."
The designated engagement partner for this matter is Beatrice Holloway, Partner, Mergers & Acquisitions. The designated billing partner is James Prentice, Partner, Mergers & Acquisitions. The conflicts check was initiated on May 2, 2024, upon receipt of the preliminary engagement request from Helena Byrne, Executive Vice President, Corporate Development & Strategy of Solstice, and Patrick Lennox, General Counsel & Company Secretary of Solstice. The conflicts check was completed on May 3, 2024.
All searches were conducted using the Firm's electronic conflicts management database and were supplemented by manual review of partner and counsel relationship disclosures, as well as targeted inquiries to the practice groups expected to be staffed on this engagement, as more fully described in Section 2 below. The purpose of this memorandum is to present the search methodology, the parties and individuals searched, the results obtained, and the ultimate recommendation regarding the Firm's ability to accept the proposed engagement in compliance with the New York Rules of Professional Conduct, specifically Rules 1.7 (Conflict of Interest: Current Clients) and 1.9 (Duties to Former Clients), as well as the Firm's internal conflicts clearance policies.
2. Methodology
All searches were run against Calderwood & Harkness LLP's central conflicts management system (the "CMS"), which is maintained by the Firm's General Counsel's Office and is updated on a continuous basis. The CMS contains records of all current and former client representations, adverse parties, affiliated entities, key individuals associated with matters, business development contacts, and related relationship data. The system is the Firm's primary tool for identifying potential conflicts of interest in accordance with applicable professional responsibility rules and the Firm's internal new matter intake procedures.
Searches were conducted using the following categories of search inputs:
(a) Full legal names of all known entities, including prospective client, target company, shareholders, financial sponsors, lenders, financial advisors, tax advisors, insurance parties, escrow agents, auditors, opposing counsel, and key counterparties;
(b) All known short names, trade names, acronyms, and abbreviations associated with each entity (e.g., "SBD" for Solstice Biomedical Devices Ltd., "MST" for Meridian Surgical Technologies, Inc.);
(c) Names of all key individuals associated with the foregoing entities, including officers, directors, board observers, general partners, managing directors, and lead professional advisors;
(d) Known affiliates, parent companies, subsidiaries, and general partners of each entity;
(e) Employer Identification Numbers ("EINs"), Delaware File Numbers, and the Irish Companies Registration Office ("CRO") Number where available; and
(f) Product and brand names associated with the Target, including the "ArthroNav" surgical navigation platform.
The search results were cross-referenced against the following data sets within the CMS and the Firm's broader records:
(a) The Firm's active matter list, encompassing all currently open client engagements across all offices and practice groups;
(b) The Firm's closed matter archive, covering all matters closed within the past five (5) years (i.e., matters closed on or after May 3, 2019);
(c) Lateral hire relationship disclosures submitted by all attorneys who joined the Firm within the past five (5) years, which include prior client and adverse-party information from their former firms;
(d) The Firm's business development and pitch tracking database, which records prospective client outreach, pending proposals, and declined engagements; and
(e) The Firm's restricted entity list, which identifies entities subject to screening walls or other ethical restrictions.
In addition to the electronic searches, a manual inquiry was circulated on May 2, 2024, via the Firm's internal conflicts clearance protocol, to all partners and counsel in the following practice groups, which are the groups expected to staff attorneys on this engagement:
(a) Mergers & Acquisitions;
(b) Tax;
(c) Regulatory & Life Sciences; and
(d) Employment & Benefits.
All responding attorneys were asked to confirm whether they had any current or prior client relationships, personal relationships, financial interests, or other connections with any of the parties or individuals identified in the search that could give rise to a conflict of interest or the appearance of a conflict. The results of these individual confirmations are set forth in Section 5 below.
A complete list of all search terms entered into the CMS, including all entity name variants, individual names, alternate spellings, abbreviations, and identification numbers, is set forth in Appendix A attached hereto and incorporated herein by reference.
3. Parties and Individuals Searched
The following parties and individuals were included in the conflicts search. This section is organized by category for ease of reference and review.
3.1 Prospective Client (Buyer)
The following entities and individuals associated with the prospective client were searched:
Entities:
• Solstice Biomedical Devices Ltd. (Ireland; CRO Number 648217), the prospective client and ultimate parent of the acquisition vehicle
• Solstice Biomedical, Inc. (Delaware subsidiary), which is expected to serve as the direct acquisition vehicle for the Transaction
Key Individuals:
• Dr. Fiona Gallagher, Chief Executive Officer
• Conor Muldoon, Chief Financial Officer
• Helena Byrne, Executive Vice President, Corporate Development & Strategy
• Patrick Lennox, General Counsel & Company Secretary
• Dr. Niamh Cassidy, Vice President, Regulatory Affairs
• Dermot O'Sullivan, Board Chair
3.2 Target Company
The following entities and individuals associated with the Target were searched:
Entity:
• Meridian Surgical Technologies, Inc. (Delaware; Delaware Secretary of State File Number 5819734; EIN 84-3192057)
• Principal office: 780 Keystone Boulevard, Suite 200, King of Prussia, Pennsylvania 19406
• Manufacturing facility: 45 Forge Creek Road, Exton, Pennsylvania 19341
Key Individuals:
• Dr. Marcus Ellsworth, Founder, Chief Executive Officer, and largest individual shareholder (holding approximately 38.2% of the outstanding capital stock)
• Catherine Pryor, President & Chief Operating Officer
• David Hensley, Chief Financial Officer
• Dr. Raj Subramanian, Chief Technology Officer
• Linda Fontaine, Vice President, Quality & Regulatory Compliance
3.3 Target Company Shareholders / Financial Sponsors
The following entities and individuals holding equity interests in the Target, or serving as general partners or managers of such equity holders, were searched:
Pennfield Growth Partners, LP:
• Pennfield Growth Partners, LP (Delaware limited partnership; 2100 Market Street, 28th Floor, Philadelphia, Pennsylvania 19103) — holding approximately 30.0% of the outstanding capital stock of Meridian
• Pennfield Capital Management, LLC (General Partner of Pennfield Growth Partners, LP; Delaware limited liability company)
• Gregory Ashford, Managing Partner of Pennfield Capital Management, LLC
• Diana Whitfield, Partner of Pennfield Capital Management, LLC; Member of the Meridian Board of Directors (Pennfield designee)
Arch Hill Ventures Fund II, LLC:
• Arch Hill Ventures Fund II, LLC (Delaware limited liability company; 450 Boylston Street, Suite 1200, Boston, Massachusetts 02116) — holding approximately 20.0% of the outstanding capital stock of Meridian
• Arch Hill Ventures Management, Inc. (Manager of Arch Hill Ventures Fund II, LLC)
• Samuel Nakamura, Managing Director of Arch Hill Ventures Management, Inc.
Other Individual and Management Shareholders:
• Catherine Pryor (individually, as holder of approximately 5.0% of the outstanding capital stock of Meridian, in addition to her role as President & COO)
• Other management and employee shareholders holding, in the aggregate, approximately 6.8% of the outstanding capital stock of Meridian (names not individually available at this time; supplemental searches will be conducted as shareholder information is obtained during due diligence)
3.4 Target Company Board of Directors
The following individuals serve on the Board of Directors of Meridian Surgical Technologies, Inc. and were individually searched:
• Dr. Marcus Ellsworth, Chairman of the Board
• Catherine Pryor, Director
• Gregory Ashford, Director (Pennfield designee)
• Diana Whitfield, Director (Pennfield designee)
• Samuel Nakamura, Board Observer (Arch Hill designee; non-voting)
• Dr. Eleanor Vickers, Independent Director
3.5 Opposing / Sellers' Counsel
The following law firm and individual attorneys have been identified as representing the sellers in the Transaction:
• Whitmore Crane & Pfeiffer LLP, One Liberty Place, 1650 Market Street, Suite 3600, Philadelphia, Pennsylvania 19103
• Jonathan Whitmore, Lead Partner
• Karen Pfeiffer, Partner
• Ryan Dowd, Senior Associate
3.6 Financial Advisors and Lenders
The following financial advisors and lending institutions associated with the Transaction were searched:
Buyer's Financial Advisor:
• Bancroft Sloane & Co., LLC, 399 Park Avenue, 22nd Floor, New York, New York 10022
• Richard Montague, Managing Director, Healthcare M&A
Anticipated Buyer's Lender:
• Tidewater Atlantic Bank, N.A., 300 West Pratt Street, Baltimore, Maryland 21201
• Margaret Chu, Managing Director, Healthcare Lending Group
Target's Existing Lender:
• Ironclad Commercial Lending, LLC, 600 Travis Street, Suite 2200, Houston, Texas 77002
• Thomas Briggs, Senior Vice President
3.7 Tax Advisors
The following firm has been identified as the buyer's outside tax advisor in connection with the Transaction:
• Brindoval & Albright LLP, 200 Park Avenue, Suite 4100, New York, New York 10166
• Eleanor Voss, Tax Partner
3.8 Insurance Parties (Anticipated)
The following insurance companies and advisors are anticipated to be involved in connection with the representations and warranties insurance ("RWI") policy and directors' and officers' ("D&O") tail coverage associated with the Transaction:
• Ridgeline Mutual Insurance Company (anticipated RWI insurer), 55 Asylum Street, Hartford, Connecticut 06103
• Dennis Hargrave, Senior Vice President, Transactional Risk
• Caldwell Risk Advisors, Inc. (anticipated D&O tail broker), 101 Federal Street, Suite 1500, Boston, Massachusetts 02110
• Allison Trent, Senior Vice President, Management Liability
• Northbridge Specialty Insurance Co. (anticipated D&O tail carrier), 233 South Wacker Drive, Suite 5400, Chicago, Illinois 60606
3.9 Target's Auditors
The following accounting firm has been identified as the Target's independent auditor:
• Dunfield & Associates, P.C., 1500 John F. Kennedy Boulevard, Suite 800, Philadelphia, Pennsylvania 19102
• Howard Dunfield, CPA, Managing Partner
3.10 Escrow Agent (Anticipated)
The following entity has been identified as the anticipated escrow agent for the Transaction:
• Keystone Escrow Services, Inc., 1700 Broadway, Suite 2500, New York, New York 10019
• Patricia Langford, Vice President, Corporate Trust & Escrow Services
3.11 Key Counterparties and Third Parties of the Target
The following entities have been identified, based on preliminary information provided by Solstice's corporate development team, as key commercial counterparties and third parties of the Target whose relationships may be material to the Transaction and the Firm's conflicts analysis:
• Titanium Precision Components, Inc. (key supplier), 215 Industrial Park Drive, Lancaster, Pennsylvania 17601
• OrthoLink Distribution, LLC (key distributor), 9400 Snowden River Parkway, Suite 300, Columbia, Maryland 21045
• Polytechnic Innovations, Ltd. (IP licensor), Innovation Centre, 12 Banbury Road, Oxford, OX2 6NN, United Kingdom
• Pinnacle Conformity Assessment Services, LLC (ISO certification body), Ohio
3.12 Litigation Parties
The following parties have been identified as involved in pending litigation to which the Target is a party, and which may be relevant to the due diligence process and the Transaction generally:
• Hartwell Orthopedic Solutions, Inc. (plaintiff in pending patent infringement litigation against Meridian), 850 North Michigan Avenue, Suite 1400, Chicago, Illinois 60611
• Braddock & Lyle LLP (Meridian's outside litigation counsel in the Hartwell matter), 1600 Arch Street, Suite 2000, Philadelphia, Pennsylvania 19103
• Deborah Lyle, lead counsel for Meridian in the Hartwell matter
4. Search Results
Set forth below are the results of the conflicts searches conducted against all parties and individuals identified in Section 3 above. Each subsection states the search results and provides a conclusion as to whether any conflict of interest has been identified.
4.1 Solstice Biomedical Devices Ltd. and Affiliates
Searches were run against "Solstice Biomedical Devices Ltd.," "Solstice Biomedical," "SBD," "Solstice Biomedical, Inc.," and all key individuals listed in Section 3.1 above. No current client relationships with Solstice or any of its affiliates were identified in the CMS. No prior client representations involving Solstice or any of its affiliates were found in the active matter list or closed matter archive for the five-year lookback period. No adverse representations against Solstice or any of its affiliates were identified. No lateral hire relationship disclosures reference Solstice or any affiliate. No entries appeared in the Firm's business development or pitch tracking database for Solstice.
Conclusion: Clear — no conflict.
4.2 Meridian Surgical Technologies, Inc.
Searches were run against "Meridian Surgical Technologies, Inc.," "Meridian Surgical," "MST," "ArthroNav," Delaware File Number 5819734, and EIN 84-3192057, as well as the names of the key individuals listed in Section 3.2 above. No current client relationships with Meridian were identified. No prior client representations involving Meridian were found in the active matter list or closed matter archive. No adverse representations against Meridian were identified. No prior engagements of any nature with the Target or its officers or directors were found. No entries appeared in the lateral hire disclosure database or the business development tracking database.
Conclusion: Clear — no conflict.
4.3 Pennfield Growth Partners, LP / Pennfield Capital Management, LLC
Searches were run against "Pennfield Growth Partners, LP," "Pennfield Growth," "Pennfield Capital Management, LLC," "Pennfield Capital," "Pennfield," and the individual names Gregory Ashford and Diana Whitfield. No current client relationships with Pennfield Growth Partners, LP, Pennfield Capital Management, LLC, or any affiliate entity were identified. No prior representations on behalf of, or adverse to, Pennfield or its affiliates were found in the active matter list or closed matter archive for the five-year lookback period. Individual name searches for Gregory Ashford and Diana Whitfield returned no results in any category.
Conclusion: Clear — no conflict.
4.4 Arch Hill Ventures Fund II, LLC / Arch Hill Ventures Management, Inc.
Searches were run against "Arch Hill Ventures Fund II, LLC," "Arch Hill Ventures," "Arch Hill Ventures Management, Inc.," "Arch Hill," and the individual name Samuel Nakamura. No current client relationships with Arch Hill Ventures Fund II, LLC, Arch Hill Ventures Management, Inc., or any affiliate entity were identified. No prior engagements of any nature were found in the active or archived matter databases. The individual name search for Samuel Nakamura returned no results.
Conclusion: Clear — no conflict.
4.5 Dr. Marcus Ellsworth
A search was conducted for "Marcus Ellsworth," "Dr. Marcus Ellsworth," and "Ellsworth." No results were returned in the Firm's conflicts system identifying Dr. Ellsworth as a current or former client, an adverse party, a contact, or a party in any other capacity. No lateral hire disclosures reference Dr. Ellsworth.
Conclusion: Clear — no conflict.
4.6 Other Meridian Shareholders and Board Members
Individual name searches were conducted for Catherine Pryor, David Hensley, Dr. Raj Subramanian, Linda Fontaine, and Dr. Eleanor Vickers. None of these individuals returned results in the CMS as a current or former client, an adverse party, a business development contact, or in any other capacity. No lateral hire disclosures reference any of these individuals.
Conclusion: Clear — no conflict.
4.7 Whitmore Crane & Pfeiffer LLP
Searches were run against "Whitmore Crane & Pfeiffer LLP," "Whitmore Crane," and the individual names Jonathan Whitmore, Karen Pfeiffer, and Ryan Dowd. No current matters were identified in which Calderwood & Harkness LLP and Whitmore Crane & Pfeiffer LLP serve as co-counsel or opposing counsel. No prior matters were identified within the five-year lookback period in which the two firms were aligned on the same side or on opposite sides of a matter that would create a disqualifying conflict or raise ethical concerns. Individual name searches for Jonathan Whitmore, Karen Pfeiffer, and Ryan Dowd returned no results in any category.
Conclusion: Clear — no conflict.
4.8 Bancroft Sloane & Co., LLC
Searches were run against "Bancroft Sloane & Co., LLC," "Bancroft Sloane," and the individual name Richard Montague. The search results indicate that the Firm has previously worked alongside Bancroft Sloane & Co., LLC in its capacity as financial advisor on prior transactions for other clients. In each instance, Bancroft Sloane served on the same side as the Firm's client, and the Firm's engagement was not adverse to Bancroft Sloane. No current or prior representation of Bancroft Sloane as a client was identified. In the instant Transaction, Bancroft Sloane will serve as the buyer's financial advisor and will thus be aligned with, rather than adverse to, our prospective client. No conflict issue has been identified.
Conclusion: Clear — no conflict.
4.9 Tidewater Atlantic Bank, N.A.
Searches were run against "Tidewater Atlantic Bank, N.A.," "Tidewater Atlantic," "Tidewater Atlantic Bank," and the individual name Margaret Chu. The search results indicate that the Firm has represented Tidewater Atlantic Bank, N.A. in certain prior lending transactions, specifically in the Firm's capacity as borrower's counsel on transactions in which Tidewater served as the lender. In those matters, the Firm did not represent Tidewater as a client and did not act in any capacity adverse to Tidewater. No current representation of Tidewater or adverse representation against Tidewater was identified.
In the instant Transaction, Tidewater Atlantic Bank, N.A. is anticipated to serve as the buyer's acquisition financing lender. As such, the Firm would be expected to interact with Tidewater in the context of negotiating the credit agreement and related loan documents on behalf of Solstice as borrower. This is a customary borrower's-counsel role and does not present a conflict, as Tidewater is not a current client of the Firm. No consent from Tidewater is required.
Conclusion: Clear — no conflict.
4.10 Ironclad Commercial Lending, LLC
Searches were run against "Ironclad Commercial Lending, LLC," "Ironclad Commercial," "Ironclad," and the individual name Thomas Briggs. No current or prior client relationships with Ironclad Commercial Lending, LLC were identified. No adverse representations against Ironclad were identified. No entries appeared in the lateral hire disclosure database or business development tracking database. Ironclad is the Target's existing lender and will likely be a party whose existing credit facility is repaid or otherwise addressed at closing. No conflict issue has been identified.
Conclusion: Clear — no conflict.
4.11 Brindoval & Albright LLP
Searches were run against "Brindoval & Albright LLP," "Brindoval & Albright," and the individual name Eleanor Voss. Brindoval & Albright LLP has been identified as the buyer's outside tax advisor in connection with the Transaction and will collaborate with the Firm's Tax group, led by Leonard Cross, Specialist Partner, Tax. There is no adversity between Calderwood & Harkness LLP and Brindoval & Albright LLP in this engagement; the two firms will be working cooperatively on behalf of the same client. No current or prior adverse representations involving Brindoval & Albright were identified.
Conclusion: Clear — no conflict.
4.12 Ridgeline Mutual Insurance Company / Caldwell Risk Advisors, Inc. / Northbridge Specialty Insurance Co.
Searches were run against "Ridgeline Mutual Insurance Company," "Ridgeline Mutual," "Caldwell Risk Advisors, Inc.," "Caldwell Risk," "Northbridge Specialty Insurance Co.," "Northbridge Specialty," and the individual names Dennis Hargrave and Allison Trent. No current client relationships with any of these three entities were identified. No adverse representations against any of these entities were found. No entries appeared in the lateral hire disclosure database. No business development or pitch activity involving any of these entities was identified.
Conclusion: Clear — no conflict.
4.13 Dunfield & Associates, P.C.
Searches were run against "Dunfield & Associates, P.C.," "Dunfield & Associates," "Dunfield," and the individual name Howard Dunfield. No results of any kind were returned. The Firm has no current or prior relationship with Dunfield & Associates, P.C. in any capacity.
Conclusion: Clear — no conflict.
4.14 Keystone Escrow Services, Inc.
Searches were run against "Keystone Escrow Services, Inc.," "Keystone Escrow," and the individual name Patricia Langford. The search results indicate that the Firm has used Keystone Escrow Services, Inc. as an escrow agent on prior transactions on behalf of other clients. In each instance, Keystone served in its capacity as a neutral third-party escrow agent, and the Firm did not represent Keystone as a client. No client relationship or adversity exists. In the instant Transaction, Keystone is anticipated to serve in the same neutral escrow-agent capacity.
Conclusion: Clear — no conflict.
4.15 Target's Key Counterparties (Titanium Precision Components, Inc.; OrthoLink Distribution, LLC; Polytechnic Innovations, Ltd.; Pinnacle Conformity Assessment Services, LLC)
Searches were run against the full legal names, short names, and known abbreviations for each of the following entities: Titanium Precision Components, Inc. ("TPC"), OrthoLink Distribution, LLC ("OrthoLink"), Polytechnic Innovations, Ltd. ("Polytechnic Innovations"), and Pinnacle Conformity Assessment Services, LLC ("Pinnacle"). No current or prior client relationships were identified with any of these entities. No adverse representations against any of these entities were found in the active or archived matter databases. No entries appeared in the lateral hire disclosure database or the business development tracking database for any of these entities.
Conclusion: Clear — no conflict.
4.16 Hartwell Orthopedic Solutions, Inc. / Braddock & Lyle LLP
Searches were run against "Hartwell Orthopedic Solutions, Inc.," "Hartwell Orthopedic," "Hartwell," "Braddock & Lyle LLP," "Braddock & Lyle," and the individual name Deborah Lyle. Hartwell Orthopedic Solutions, Inc. is the plaintiff in pending patent infringement litigation against Meridian Surgical Technologies, Inc. No results were returned identifying Hartwell as a current or former client of the Firm. No adverse representations against Hartwell were identified. The search for Braddock & Lyle LLP, which serves as Meridian's outside litigation counsel in the Hartwell matter, returned no current matters in which Calderwood & Harkness LLP and Braddock & Lyle LLP are co-counsel or opposing counsel. The individual name search for Deborah Lyle returned no results.
It is noted for the record that Calderwood & Harkness LLP has no relationship with Hartwell Orthopedic Solutions, Inc. and would not be representing any party in the Hartwell patent infringement litigation. Our proposed engagement is limited to the representation of Solstice as buyer's counsel in the Transaction, and the Hartwell litigation would be a matter addressed in due diligence rather than a matter in which the Firm would appear as counsel of record.
Conclusion: Clear — no conflict.
5. Engagement Team Confirmation
In addition to the CMS searches described above, all proposed members of the engagement team were individually queried on May 2, 2024, regarding any personal conflicts of interest, including personal relationships, financial interests, prior representations at former firms (for lateral hires), family relationships, and any other connections with the parties and individuals identified in Section 3 of this memorandum that could give rise to a conflict of interest or the appearance of a conflict. All responses were received on or before May 3, 2024. The results are as follows:
Each team member confirmed in writing (via the Firm's internal conflicts clearance response form) that he or she has no current or prior relationship, financial interest, personal connection, or other circumstance that would create a conflict of interest or the appearance of a conflict with respect to the proposed representation of Solstice Biomedical Devices Ltd. in connection with the Transaction.
6. Conclusion and Recommendation
Based on the comprehensive searches of the Firm's central conflicts management system, the cross-referencing of search results against the active matter list, the closed matter archive (five-year lookback period), lateral hire relationship disclosures, the business development and pitch tracking database, and the restricted entity list, as well as the individual confirmations received from all proposed engagement team members as described in Section 5 above, no conflicts of interest have been identified that would prevent Calderwood & Harkness LLP from accepting the engagement to represent Solstice Biomedical Devices Ltd. in connection with the proposed acquisition of one hundred percent (100%) of the outstanding capital stock of Meridian Surgical Technologies, Inc.
Recommendation: The Firm is cleared to proceed with the engagement, subject to execution of the engagement letter by the prospective client and completion of the Firm's standard new client intake procedures, including anti-money laundering and know-your-client verification as applicable to a non-U.S. domiciled entity.
Note Regarding Supplemental Searches: It is anticipated that additional parties may be identified during the course of the engagement as the Transaction progresses, including but not limited to additional investors or co-investors, sub-contractors, regulatory counterparties (such as the U.S. Food and Drug Administration or notified bodies in the European Union), additional insurance carriers, environmental consultants, and holders of the approximately 6.8% of management and employee stock for whom individual names are not yet available. Supplemental conflicts checks should be conducted promptly upon identification of any such additional parties, and the results should be documented as addenda to this memorandum. Any conflict issues arising from supplemental searches should be escalated immediately to the Responsible Partner and the Firm's General Counsel's Office.
7. Approval
Prepared by:
________________________________________
Natasha Grier Paralegal, Mergers & Acquisitions Calderwood & Harkness LLP
Date: May 3, 2024
Reviewed and Approved by:
________________________________________
Beatrice Holloway Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP
Date: May 3, 2024
Appendix A: Complete List of Search Terms
The following is a complete list of all search terms entered into the Firm's central conflicts management system in connection with this conflicts check. The list includes entity names, individual names, alternate names, abbreviations, trade names, identification numbers, and product names.
Entity Names and Variants: