1041-00003 · Solara Digital Infrastructure LP · Antitrust & Regulatory

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MERGER NOTICE UNDER SECTION 96 OF THE ENTERPRISE ACT 2002

Anticipated Acquisition by Solara Digital Infrastructure Fund VI LP of Cloudium Technologies plc

CMA Case No.: ME/7184/24

February 5, 2024

DRAFT — Prepared for Review Prior to Submission

Prepared by Calderwood & Harkness LLP, One Bartholomew Close, London EC1A 7BL, in coordination with Albright & Kerr LLP, 5 New Street Square, London EC4A 3TW.

Lead counsel: Elaine Forsythe, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP; and Fiona McAllister, Lead Partner, UK Competition, Albright & Kerr LLP.

Filed on behalf of Solara Digital Infrastructure Fund VI LP (the "Acquirer").

Calderwood & Harkness LLP Matter No.: 1041-00003

This is a draft prepared for internal review and client approval before formal submission to the Competition and Markets Authority ("CMA"), anticipated on or about February 12, 2024. This document is subject to legal professional privilege and is not to be circulated outside the addressees without the prior written consent of Calderwood & Harkness LLP and Albright & Kerr LLP.

CONFIDENTIALITY NOTICE

The notifying party, Solara Digital Infrastructure Fund VI LP ("Fund VI"), respectfully requests that the Competition and Markets Authority (the "CMA") treat certain information contained within this Merger Notice (the "Notice") and its accompanying annexes as confidential. Throughout this Notice, information for which confidential treatment is requested has been enclosed within square brackets and marked with the designation "[CONFIDENTIAL]" or has been redacted from the non-confidential version of this Notice. A separate confidential version of this Notice containing un-redacted information has been provided to the CMA under separate cover.

The confidential information includes, but is not limited to, commercially sensitive financial data relating to revenue, profitability, customer-level information, pipeline projections, and growth forecasts of Cloudium Technologies plc ("Cloudium") and its subsidiaries, as well as the specific terms of certain material contracts, the details of Solara Digital Infrastructure LP's ("Solara") portfolio company operations, and internal strategic assessments prepared in connection with the proposed transaction.

The notifying party submits that disclosure of this information would, or would be likely to, significantly harm the legitimate business interests of the parties. In particular, disclosure of customer-level revenue data, pipeline information, and the detailed terms of material contracts could prejudice the competitive position of Cloudium in its negotiations with customers, suppliers, and partners, and could advantage competitors who might exploit such information to the detriment of Cloudium's market position.

This request is made pursuant to Section 244 of the Enterprise Act 2002, which restricts the disclosure of "specified information" relating to the affairs of any individual or any business of an undertaking which the CMA has received in connection with the exercise of any of its statutory functions. The notifying party respectfully requests that the CMA consult with the notifying party and its legal advisors before making any disclosure of information for which confidential treatment has been requested, and that any non-confidential version of this Notice published by the CMA reflect the redactions identified herein.

Should the CMA wish to discuss the scope of the confidentiality request, or should it intend to disclose any information for which confidential treatment has been requested, the notifying party asks that the CMA contact Fiona McAllister at Albright & Kerr LLP in the first instance, at the contact details provided in Section 3.5 below.

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SECTION 1: SUMMARY OF THE TRANSACTION

1.1 Overview

Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership and the investing vehicle of Solara Digital Infrastructure LP ("Solara" or "SDILP"), proposes to acquire 100% of the issued and outstanding share capital of Cloudium Technologies plc ("Cloudium") by way of a reverse triangular merger effected under the Delaware General Corporation Law, Title 8 of the Delaware Code (the "Transaction" or the "Merger").

Under the terms of the Transaction, Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Fund VI that was incorporated on January 8, 2024 (Delaware File No. 7923841) solely for the purposes of effecting the Transaction, will merge with and into Cloudium. Upon the effective time of the Merger, Merger Sub will cease to exist, and Cloudium will survive as a wholly owned subsidiary of Fund VI. The Transaction is being effected by way of a reverse triangular merger structure, which is a customary mechanism under Delaware corporate law for the acquisition of target companies and is designed to preserve the legal identity of the target entity, including its contractual relationships, regulatory licenses and permits, and corporate existence.

The total enterprise value of the Transaction is approximately $6,800,000,000 (approximately £5,440,000,000 at an exchange rate of $1.25 to £1.00). The per-share merger consideration payable to the stockholders of Cloudium (other than the rollover shareholders described in Section 1.2 below) is approximately $36.92 per share in cash, without interest and subject to applicable withholding taxes. As of the date of the Merger Agreement, Cloudium has 184,200,000 shares of common stock issued and outstanding.

The Agreement and Plan of Merger (the "Merger Agreement") among Fund VI, Merger Sub, and Cloudium was duly executed and delivered on January 22, 2024. A public announcement of the Transaction, by way of a joint press release and a filing on Form 8-K with the United States Securities and Exchange Commission (the "SEC"), was made on January 23, 2024. Copies of the Merger Agreement (execution version) and the public announcement materials are attached as Annex 3 and Annex 4, respectively, to this Notice.

The consummation of the Transaction is conditional upon, among other things: (i) clearance by the CMA, including either an unconditional clearance decision at Phase 1 or, if applicable, the expiry of the relevant statutory review periods without a reference to Phase 2; (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in the United States (the HSR Act pre-merger notification having been filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on February 9, 2024); (iii) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote thereon at a special meeting of stockholders; and (iv) the satisfaction or waiver of certain other customary closing conditions, including the absence of any material adverse effect with respect to Cloudium.

1.2 Structure

The Transaction is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law. Merger Sub, a newly formed Delaware corporation that is a direct, wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium continuing as the surviving corporation. Upon consummation of the Merger, Cloudium will become a direct, wholly owned subsidiary of Fund VI. Merger Sub has conducted no business activities since its incorporation on January 8, 2024, other than those incidental to its formation and the execution and performance of the Merger Agreement and the transactions contemplated thereby.

The Transaction contemplates that certain existing stockholders of Cloudium will "roll over" a portion of their equity interests in Cloudium into the surviving entity, rather than receiving cash consideration for the entirety of their shares. Specifically:

(a) Jonathan Hargrove, the Chief Executive Officer of Cloudium, who holds approximately 4.2% of the outstanding shares of Cloudium common stock (7,736,400 shares), will roll over approximately 50% of his equity holdings into the post-closing capital structure of the surviving entity. The estimated value of Mr. Hargrove's rollover equity is approximately $142,814,544 (based on the per-share merger consideration of $36.92). The remaining 50% of Mr. Hargrove's shares (3,868,200 shares) will be converted into the right to receive the per-share merger consideration in cash.

(b) Pinnacle Growth Ventures LLC ("Pinnacle"), a Delaware limited liability company, which holds approximately 11.6% of the outstanding shares of Cloudium common stock (21,367,200 shares), will roll over approximately 60% of its equity holdings into the post-closing capital structure of the surviving entity. The estimated value of Pinnacle's rollover equity is approximately $473,241,408. The remaining 40% of Pinnacle's shares (8,546,880 shares) will be converted into the right to receive the per-share merger consideration in cash.

All other shares of Cloudium common stock outstanding as of the effective time of the Merger (other than treasury shares, shares held by Fund VI or Merger Sub, and dissenting shares) will be converted into the right to receive the per-share merger consideration of $36.92 in cash, without interest and subject to applicable withholding taxes.

The Transaction, including the Merger Agreement and the ancillary agreements, is governed by the laws of the State of Delaware.

1.3 Timeline

The anticipated timeline for the Transaction is as follows:

The "Outside Date" under Section 8.01(b) of the Merger Agreement is June 30, 2024, subject to automatic extension to September 30, 2024 if all conditions to closing other than the regulatory conditions have been satisfied or waived as of June 30, 2024. The parties are committed to working constructively and expeditiously with the CMA and all other relevant regulatory authorities to secure the necessary approvals and clearances as promptly as practicable.

1.4 Rationale

The Transaction is driven by Solara's strategic investment thesis and its long-standing focus on the digital infrastructure and enterprise software sectors. Solara, through its various funds, invests in and seeks to grow market-leading businesses in the enterprise software, cloud infrastructure, data analytics, and software-as-a-service ("SaaS") platform sectors. Solara currently manages approximately $38 billion in assets under management ("AUM") across six flagship funds and has developed deep operational expertise in assisting its portfolio companies to accelerate product development, expand into new markets, and optimize their go-to-market strategies.

Fund VI, which is the sixth flagship fund in the Solara series, has $12.4 billion in committed capital (vintage 2022) and was established to continue Solara's proven investment strategy in the digital infrastructure and enterprise software space. The Transaction represents Fund VI's largest single platform investment to date and reflects Solara's conviction in the long-term growth prospects of cloud-native enterprise software platforms.

Cloudium occupies a strong competitive position in the market for cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") SaaS solutions. Cloudium's platform serves a diverse customer base spanning mid-market and enterprise customers across a range of industry verticals, with particular strength in the professional services, financial services, healthcare, and technology sectors. As of December 31, 2023, Cloudium had achieved annual recurring revenue ("ARR") of $1,740,000,000, reflecting strong underlying growth in its subscription-based revenue model. For its last twelve months ending September 30, 2023 (the "LTM Period"), Cloudium reported revenue of $1,620,000,000 and EBITDA of $405,000,000.

Solara believes that the combination of its operational expertise, capital resources, and strategic network with Cloudium's differentiated technology platform, strong customer relationships, and talented workforce will create significant value for all stakeholders. In particular, Solara intends to invest in Cloudium's product development capabilities, support its expansion into new geographic markets (including further growth in the United Kingdom and continental Europe), and strengthen its customer success and support functions. The Transaction is motivated purely by strategic and financial considerations and does not involve any planned reduction in Cloudium's competitive activities or market presence.

SECTION 2: THE PARTIES

2.1 The Acquirer

2.1.1 Solara Digital Infrastructure LP

Solara Digital Infrastructure LP ("Solara" or "SDILP") is a Delaware limited partnership that serves as the management company and investment advisory platform for the family of Solara Digital Infrastructure funds. Solara was founded in 2011 and is headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, United States. Solara also maintains offices in San Francisco, California; New York, New York; and London, England.

The general partner of Solara is Solara Digital GP LLC, a Delaware limited liability company. The Managing Partners of Solara are Marcus Elliston, who serves as Founder and Managing Partner, and Priya Narasimhan, who serves as Co-Managing Partner and Chief Investment Officer. Mr. Elliston and Ms. Narasimhan collectively oversee Solara's investment strategy, portfolio management, and firm operations, supported by a team of approximately 85 investment and operating professionals.

Solara manages approximately $38 billion in AUM across six flagship funds (Solara Digital Infrastructure Funds I through VI) and a number of related co-investment and continuation vehicles. Solara's investment focus is on enterprise software, cloud infrastructure, data analytics, and SaaS platforms, with a particular emphasis on businesses that exhibit strong recurring revenue characteristics, high gross margins, defensible market positions, and significant opportunities for organic growth and operational improvement.

Across its fourth, fifth, and sixth flagship funds (Funds IV, V, and VI), Solara has made 14 platform investments, spanning a range of enterprise software sub-sectors including infrastructure-as-a-service, application performance monitoring, cybersecurity, data management, human capital management, and vertical-specific SaaS platforms. Solara has a well-established track record of supporting its portfolio companies in achieving accelerated growth, product innovation, and geographic expansion, including expansion into the United Kingdom and European markets.

2.1.2 Solara Digital Infrastructure Fund VI LP (the Investing Fund)

Solara Digital Infrastructure Fund VI LP ("Fund VI") is the direct acquirer of Cloudium and the entity that will own 100% of the outstanding equity of Cloudium (as the surviving corporation) following the closing of the Transaction. Fund VI is a Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Its Employer Identification Number (EIN) is 87-4523190.

The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. Fund VI is a 2022 vintage fund with total committed capital of $12.4 billion sourced from a diversified base of institutional limited partners, including public and private pension funds, sovereign wealth funds, endowments, foundations, and family offices. Fund VI began its investment period in 2022 and the Transaction represents its largest single platform investment.

2.1.3 Solara Digital Co-Invest VI-A LP

Solara Digital Co-Invest VI-A LP ("Co-Invest VI-A") is a co-investment vehicle established alongside Fund VI to facilitate additional investment capacity in the Transaction. Co-Invest VI-A is a Delaware limited partnership, and its general partner is Solara Fund VI GP LLC (the same general partner as Fund VI). Co-Invest VI-A will invest approximately $425,000,000 alongside Fund VI's equity commitment in the Transaction. The capital for Co-Invest VI-A has been sourced from a subset of Fund VI's existing limited partners who elected to participate in the co-investment opportunity.

Co-Invest VI-A does not independently conduct any business operations and has been formed solely for the purposes of investing alongside Fund VI in the Transaction. Its investment will be made on substantially the same economic terms as Fund VI's investment.

2.1.4 Stratos Merger Sub Inc.

Stratos Merger Sub Inc. ("Merger Sub") is a Delaware corporation that was incorporated on January 8, 2024, under Delaware File No. 7923841. Merger Sub's registered office is at 1209 Orange Street, Wilmington, Delaware 19801. The sole stockholder of Merger Sub is Fund VI.

Merger Sub was formed solely and exclusively for the purpose of effecting the Merger. Merger Sub has not carried on any business or conducted any operations since the date of its incorporation, other than those incidental to its formation, the execution and delivery of the Merger Agreement, and the performance of its obligations thereunder. Upon the effective time of the Merger, Merger Sub will merge with and into Cloudium and will thereupon cease to exist as a separate legal entity.

2.2 The Target

2.2.1 Cloudium Technologies plc

Cloudium Technologies plc ("Cloudium") is a public limited company incorporated under the laws of England and Wales, with Company Number 09734521. Cloudium's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. Cloudium also maintains its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.

Cloudium's shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the date of the Merger Agreement, Cloudium had 184,200,000 shares of common stock issued and outstanding. The current market capitalization of Cloudium (based on the per-share merger consideration) is approximately $6,800,000,000.

Cloudium's senior leadership team comprises:

• Chief Executive Officer: Jonathan Hargrove

• Chief Financial Officer: Sienna Whitfield

• General Counsel: Nadia Chowdhury

• Board Chair (Independent): Douglas Pemberton

Cloudium employs approximately 6,800 individuals globally across its offices and operations in the United States, the United Kingdom, India, and Germany. The composition of Cloudium's workforce by geography is approximately as follows: 2,800 employees in the United States; 1,200 employees in the United Kingdom (across London and Manchester offices); 2,400 employees in India (Bangalore); and 400 employees in Germany (Berlin).

Cloudium is a provider of cloud-native SaaS solutions across three principal product categories: enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business intelligence ("BI"). Cloudium's integrated platform is designed to serve mid-market and enterprise customers, enabling them to manage core business processes, customer engagement, data analytics, and decision-making through a unified, cloud-native architecture. Cloudium's solutions are delivered exclusively through a subscription-based SaaS model and are accessible via standard web browsers and mobile applications without the need for on-premises software installation or dedicated hardware infrastructure.

Cloudium's statutory auditors are Harwell & Dobson LLP, with offices at 200 Clarendon Street, Boston, Massachusetts 02116 (US) and 1 Finsbury Avenue, London EC2M 2PF (UK). The engagement partner for Cloudium's audit is Martin Chisholm. A copy of Cloudium's annual report for the fiscal year ended September 30, 2023, as audited by Harwell & Dobson LLP, is attached as Annex 5.

2.2.2 Key Financial Information

The key financial information for Cloudium for the last twelve months ended September 30, 2023 (the "LTM Period") is summarized below:

Cloudium's revenue is predominantly composed of recurring subscription revenue from its SaaS platform, supplemented by professional services revenue related to implementation, customization, and training. Subscription revenue accounted for approximately 88% of total revenue in the LTM Period, reflecting the strength and stability of Cloudium's recurring revenue model. Cloudium's ARR growth on a year-over-year basis was approximately [CONFIDENTIAL], driven by a combination of new customer acquisitions, expansion of existing customer contracts, and favorable net revenue retention rates.

2.2.3 Cloudium's UK Subsidiary

Cloudium Technologies UK Ltd. ("Cloudium UK") is a private limited company incorporated under the laws of England and Wales, with Company Number 11287456. Cloudium UK's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. Cloudium UK is a wholly owned subsidiary of Cloudium Technologies plc and serves as the primary operating entity for Cloudium's business in the United Kingdom.

Cloudium UK employs approximately 1,200 individuals across its London and Manchester offices. The London office serves as Cloudium's European headquarters and houses a significant proportion of Cloudium's sales, marketing, customer success, and professional services functions for the UK and European markets. The Manchester office primarily supports product development, engineering, and customer support operations.

For the fiscal year ended September 30, 2023, Cloudium UK generated revenue of £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 to £1.00). This figure represents revenue attributable to Cloudium UK's UK-based customer contracts and UK-sourced professional services engagements. A copy of Cloudium UK's statutory annual accounts for the fiscal year ended September 30, 2023, as filed with Companies House, is attached as Annex 6.

Cloudium UK's customer base in the United Kingdom spans a range of segments, including mid-market enterprises, large enterprise customers, and, to a more limited extent, public sector organizations. Cloudium UK's product offerings in the United Kingdom mirror those of the broader Cloudium group and include cloud-native ERP, CRM, and BI SaaS solutions. Cloudium UK also provides implementation, configuration, and training services to its UK-based customers.

[CONFIDENTIAL — Description of Cloudium UK's public sector contracts and any government-related engagements in the United Kingdom, including contract values and counterparties, is included in the confidential version of this Notice.]

2.2.4 Other Key Subsidiaries

In addition to Cloudium UK, Cloudium operates through the following key subsidiaries:

(a) Cloudium Technologies India Pvt. Ltd. — a private limited company incorporated in Bangalore, Karnataka, India. Cloudium India employs approximately 2,400 individuals and serves as Cloudium's principal center for research and development, software engineering, and technical customer support. Cloudium India does not generate independent external revenue and operates as a cost center within the Cloudium group, providing services to Cloudium and its subsidiaries under intercompany services agreements.

(b) Cloudium Solutions GmbH — a Gesellschaft mit beschränkter Haftung (GmbH) incorporated in Berlin, Germany. Cloudium Solutions GmbH employs approximately 400 individuals and is responsible for sales, customer success, and professional services activities in the DACH region (Germany, Austria, and Switzerland). Cloudium Solutions GmbH generated revenue of approximately [CONFIDENTIAL] for the fiscal year ended September 30, 2023.

2.3 Rollover Shareholders

2.3.1 Pinnacle Growth Ventures LLC

Pinnacle Growth Ventures LLC ("Pinnacle") is a Delaware limited liability company with its principal office at 777 Third Avenue, 28th Floor, New York, New York 10017. Pinnacle's Managing Member is Evelyn Carmichael. Pinnacle is a growth equity investment firm focused on technology-enabled businesses, with a particular emphasis on enterprise software, fintech, and digital health.

Pinnacle is a long-standing investor in Cloudium, having originally invested in Cloudium's Series B preferred stock financing round and having participated in subsequent financing rounds prior to Cloudium's initial public offering. Pinnacle currently holds two seats on Cloudium's board of directors. As of the date of the Merger Agreement, Pinnacle holds approximately 11.6% of the outstanding shares of Cloudium common stock, representing 21,367,200 shares.

Pursuant to the terms of the Merger Agreement and a Rollover and Contribution Agreement entered into concurrently with the Merger Agreement, Pinnacle will roll over approximately 60% of its equity holdings (12,820,320 shares) into the post-closing capital structure of the surviving entity. The estimated value of Pinnacle's rollover equity, based on the per-share merger consideration of $36.92, is approximately $473,241,408. The remaining 40% of Pinnacle's shares (8,546,880 shares) will be converted into the right to receive the per-share merger consideration in cash at closing.

Post-closing, Pinnacle will hold a minority equity interest in the surviving entity alongside Fund VI, Co-Invest VI-A, and Jonathan Hargrove. The governance arrangements among the post-closing equity holders will be governed by a Stockholders' Agreement to be entered into at closing.

2.3.2 Jonathan Hargrove

Jonathan Hargrove is the Chief Executive Officer of Cloudium and a member of Cloudium's board of directors. Mr. Hargrove has served as CEO since Cloudium's founding and has been instrumental in building Cloudium's product platform, customer base, and corporate culture. As of the date of the Merger Agreement, Mr. Hargrove holds approximately 4.2% of the outstanding shares of Cloudium common stock, representing 7,736,400 shares.

Pursuant to the terms of the Merger Agreement and a Rollover and Contribution Agreement entered into concurrently with the Merger Agreement, Mr. Hargrove will roll over approximately 50% of his equity holdings (3,868,200 shares) into the post-closing capital structure of the surviving entity. The estimated value of Mr. Hargrove's rollover equity, based on the per-share merger consideration of $36.92, is approximately $142,814,544. The remaining 50% of Mr. Hargrove's shares (3,868,200 shares) will be converted into the right to receive the per-share merger consideration in cash at closing.

Mr. Hargrove will continue to serve as Chief Executive Officer of the surviving entity following the closing of the Transaction and will enter into a new employment agreement with the surviving entity at closing, the terms of which have been agreed in principle between Mr. Hargrove and Solara.

SECTION 3: JURISDICTIONAL AND PROCEDURAL MATTERS

3.1 Basis for CMA Jurisdiction

The notifying party submits that the anticipated merger constitutes a "relevant merger situation" for the purposes of Part 3 of the Enterprise Act 2002 (the "Act"). Specifically, the notifying party submits that the CMA has jurisdiction to review the Transaction on the basis of the turnover test set out in Section 23(1)(b) of the Act, read together with Section 28 of the Act.

Under Section 23(1)(b) of the Act, a relevant merger situation is created if, among other things, the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million. For the purposes of this threshold, the relevant enterprise is Cloudium Technologies plc and its subsidiaries, including, in particular, Cloudium Technologies UK Ltd. As set out in Section 2.2.3 above, Cloudium UK generated UK turnover of £312,000,000 for the fiscal year ended September 30, 2023. This figure substantially exceeds the £70 million turnover threshold prescribed by Section 23(1)(b) of the Act.

Accordingly, the turnover test is clearly satisfied, and the CMA has jurisdiction to review the Transaction.

In addition to the turnover test, the notifying party has considered whether the share of supply test under Section 23(2)–(4) of the Act may also be relevant. The share of supply test is addressed in the context of the product market analysis set out in Section 5 of this Notice. However, given that the turnover test is satisfied, the notifying party does not consider it necessary for the CMA to rely upon the share of supply test as an alternative or additional basis for jurisdiction.

3.2 Notification Basis

This Notice is being submitted as a voluntary notification pursuant to Section 96 of the Enterprise Act 2002. Section 96 permits any person who is party to, or expects to be party to, a relevant merger situation to give the CMA notice of the relevant arrangements or proposed arrangements. The notifying party is availing itself of this voluntary notification process in order to provide the CMA with a comprehensive submission at the earliest practicable stage and to facilitate an expeditious review of the Transaction.

The notifying party is seeking Phase 1 clearance of the anticipated merger. The notifying party respectfully submits, for the reasons set out in Sections 5 through 7 of this Notice, that the Transaction does not give rise to a realistic prospect of a substantial lessening of competition ("SLC") in any market in the United Kingdom and that the CMA should therefore clear the Transaction at Phase 1 without the need for a reference to a Phase 2 investigation.

3.3 Other Regulatory Filings

In addition to this CMA Merger Notice, the Transaction is subject to the following regulatory review processes and filings in other jurisdictions:

United States — HSR Act. A Pre-Merger Notification and Report Form was filed with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") on February 9, 2024, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The initial 30-day waiting period under the HSR Act is expected to expire on or about March 11, 2024, absent an early termination of the waiting period or the issuance of a request for additional information or documentary material (a "Second Request").

United States — CFIUS. The parties have conducted an internal assessment of the Transaction under the regulations of the Committee on Foreign Investment in the United States ("CFIUS") and have concluded that a voluntary notice to CFIUS is not required. Specifically, the parties have determined that Cloudium does not constitute a "TID U.S. business" (i.e., a business that produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies, has access to or maintains or collects sensitive personal data of U.S. citizens, or maintains or operates a covered investment critical infrastructure) and that the Transaction does not involve "covered real estate" within the meaning of 31 C.F.R. Part 802. Accordingly, no CFIUS voluntary notice has been or will be submitted.

European Union — EU Merger Regulation. The parties have assessed the applicability of Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation") and have determined that the EU jurisdictional turnover thresholds are not met in the case of this Transaction. Accordingly, no notification to the European Commission under the EU Merger Regulation is required.

European Union — EU Foreign Subsidies Regulation. The parties have assessed the applicability of Regulation (EU) 2022/2560 (the "EU Foreign Subsidies Regulation") and have determined that the notification thresholds under that Regulation are not triggered by the Transaction. Accordingly, no filing under the EU Foreign Subsidies Regulation is required.

Germany — FDI Screening (AWV). The parties have assessed the applicability of the German Außenwirtschaftsverordnung ("AWV") and have determined that Cloudium Solutions GmbH does not operate in a sensitive sector within the meaning of the AWV provisions governing cross-sectoral and sector-specific investment screening. Accordingly, no notification obligation arises under the AWV, and no FDI filing has been or will be made in Germany.

India — Competition Commission of India (CCI). The parties have assessed the applicability of the Competition Act, 2002 (India) and the relevant CCI notification thresholds. Based on the turnover of Cloudium Technologies India Pvt. Ltd. (which operates as a cost center providing R&D and support services and does not generate independent external revenue in India) and the asset values attributable to Cloudium's Indian subsidiary, the parties have determined that no CCI filing is required in connection with the Transaction. In addition, no foreign direct investment approval under the Foreign Exchange Management Act, 1999 (India) or the applicable consolidated FDI policy is required for the downstream change of control of Cloudium Technologies India Pvt. Ltd.

3.4 Advisors to the Parties

The following professional advisors are engaged by the parties in connection with the Transaction:

Buyer's Counsel (US, lead M&A and antitrust):

Calderwood & Harkness LLP One Bartholomew Close, London EC1A 7BL Lead Partners: Harrison Wexford, Responsible Partner, M&A; Elaine Forsythe, Specialist Partner, Antitrust & Competition

Buyer's UK Regulatory Counsel:

Albright & Kerr LLP 5 New Street Square, London EC4A 3TW Lead Partner: Fiona McAllister, Lead Partner, UK Competition

Buyer's Financial Advisor:

Osprey Bancroft & Co. Lead: Damien Harlow, Managing Director, Technology M&A

Target's Counsel:

Ridgeway Phelps & Sato LLP Lead Partners: Catherine Answorth, M&A, New York; Alistair Fenn, Corporate, London; Robert Tillman, Antitrust, Washington, DC

Target's Financial Advisor:

Veridian Partners LLC Lead: Monica Pressler, Managing Director

3.5 Contact Details for Correspondence

The notifying party requests that all CMA correspondence in connection with this Merger Notice, including any requests for information, invitations to attend meetings, and communications regarding the CMA's review process and timetable, be directed to Albright & Kerr LLP in the first instance, at the following address:

Primary Contact: Fiona McAllister Albright & Kerr LLP 5 New Street Square London EC4A 3TW United Kingdom Tel: +44 (0)20 7384 6200

Email: f.mcallister@albrightkerr.com

Secondary Contact: Elaine Forsythe Calderwood & Harkness LLP One Bartholomew Close London EC1A 7BL United Kingdom Tel: +44 (0)20 7158 9300

Email: eforsythe@calderwoodharkness.com

The notifying party confirms that Albright & Kerr LLP and Calderwood & Harkness LLP are jointly authorized to act on behalf of the notifying party in all communications with the CMA in connection with this Notice and the CMA's review of the Transaction. Any formal communications or notices issued by the CMA should be directed to Albright & Kerr LLP in the first instance.

SECTION 4: DESCRIPTION OF THE PRODUCTS AND SERVICES

4.1 Solara's Activities

Solara is a private equity sponsor focused on digital infrastructure and enterprise software investments. Solara does not itself directly develop, manufacture, distribute, or supply any software products or technology services. In particular, Solara does not directly supply any products or services that are in competition with Cloudium's cloud ERP, CRM, or BI SaaS solutions. Solara's role in the Transaction is that of a financial buyer and investment manager, and its activities are limited to the management of its investment funds, the identification and evaluation of investment opportunities, the provision of strategic and operational support to its portfolio companies, and the eventual realization of returns on behalf of its limited partners.

Across its fourth, fifth, and sixth flagship funds (Funds IV, V, and VI), Solara has made 14 platform investments. These investments span a range of enterprise software sub-sectors, including but not limited to infrastructure-as-a-service, application performance monitoring, cybersecurity, data management, human capital management, and vertical-specific SaaS platforms. A detailed listing of each platform investment, including the applicable fund, the name of the portfolio company, its principal product or service, and the jurisdictions in which it operates, is provided in Annex 7 to this Notice.

[CONFIDENTIAL — The identification of specific Solara portfolio companies, including those with UK activities, and an assessment of whether any Solara portfolio company operates in or supplies products or services in the cloud ERP, CRM, or BI software markets, is set out in the confidential version of this Notice and in Annex 7.]

The notifying party has undertaken a comprehensive review of the activities of each Solara portfolio company across Funds IV, V, and VI in order to identify any actual or potential horizontal overlaps with Cloudium's product offerings, as well as any vertical or conglomerate relationships that could be relevant to the CMA's competitive assessment. The results of this assessment are summarized in Section 5.3 and Section 5.4 below.

[NOTE TO DRAFT: Confirm with Solara deal team whether any Fund IV or Fund V portfolio companies have UK cloud software activities that could create horizontal overlap. If any such activities are identified, populate Annex 7 with full details and update the competitive assessment in Section 5 accordingly. This is a critical open item for finalization prior to submission.]

4.2 Cloudium's Activities

4.2.1 Global Overview

Cloudium is a provider of cloud-native SaaS solutions serving mid-market and enterprise customers globally. Cloudium's integrated technology platform encompasses three principal product categories:

(a) Enterprise Resource Planning (ERP): Cloudium's cloud ERP solution enables organizations to manage and automate core business processes, including financial management, procurement, supply chain management, project management, and human resources. The ERP platform is built on a modern, multi-tenant cloud architecture and is designed to provide real-time visibility into key operational and financial metrics. Cloudium's ERP offering is configured to serve both mid-market companies (typically defined as organizations with annual revenues between $50 million and $1 billion) and larger enterprise customers.

(b) Customer Relationship Management (CRM): Cloudium's cloud CRM solution enables organizations to manage customer interactions, sales pipelines, marketing campaigns, and customer service workflows across multiple channels. The CRM platform integrates natively with Cloudium's ERP and BI solutions, providing a unified view of customer data across the organization. Cloudium's CRM product competes in a market characterized by a large number of well-funded competitors, ranging from market-leading global platforms to specialized niche providers.

(c) Business intelligence (BI): Cloudium's cloud BI solution provides organizations with advanced data analytics, reporting, and visualization capabilities. The BI platform is designed to ingest data from a wide range of sources (including Cloudium's own ERP and CRM modules, as well as third-party applications and data warehouses), apply sophisticated analytical models, and present actionable insights to business users through interactive dashboards and reports. Cloudium's BI offering competes with a range of standalone BI platforms as well as BI functionality embedded within larger enterprise software suites.

Cloudium's global ARR as of December 31, 2023 was $1,740,000,000, reflecting robust year-over-year growth driven by new customer acquisitions, expansion within the existing customer base, and high net revenue retention rates. Cloudium employs approximately 6,800 individuals globally, with principal operations in the United States, the United Kingdom, India, and Germany.

4.2.2 UK Activities (Cloudium Technologies UK Ltd.)

Cloudium Technologies UK Ltd. ("Cloudium UK") is the primary operating entity for Cloudium's business in the United Kingdom. As set out in Section 2.2.3 above, Cloudium UK generated revenue of £312,000,000 for the fiscal year ended September 30, 2023, and employs approximately 1,200 individuals across its London and Manchester offices.

Cloudium UK's product offerings in the United Kingdom mirror the full suite of Cloudium's global cloud-native SaaS solutions, including cloud ERP, cloud CRM, and cloud BI. These solutions are delivered to UK customers through the same multi-tenant cloud infrastructure that supports Cloudium's global platform, with data hosting options that include UK-based and European data centers to comply with applicable data residency and data protection requirements.

Cloudium UK's customer base in the United Kingdom is diversified across several segments:

(a) Mid-market customers: Organizations with annual revenues typically between £40 million and £800 million, spanning a range of industry verticals including professional services, manufacturing, retail, and technology. This segment represents the largest portion of Cloudium UK's customer count and a significant share of its revenue.

(b) Enterprise customers: Larger organizations with annual revenues exceeding £800 million, including multinational corporations with UK-based operations. Enterprise customers typically have more complex implementation requirements and higher average contract values.

(c) Public sector customers: Cloudium UK serves a limited number of public sector organizations in the United Kingdom, including [CONFIDENTIAL — details of public sector customers and contract values are included in the confidential version of this Notice]. The public sector represents a relatively small proportion of Cloudium UK's overall revenue.

For the avoidance of doubt, the notifying party notes that Aegis Federal Solutions Inc. ("Aegis Federal"), a Virginia-based US government contractor with which Cloudium has a Master SaaS Agreement with an ARR of $84,000,000, is not a UK customer of Cloudium. However, the Aegis Federal contract is noted here because it contains a change of control consent provision that is relevant to the Transaction (see Section 4.2.3 below).

[CONFIDENTIAL — A detailed breakdown of Cloudium UK's revenue by customer segment, including customer-level revenue data and pipeline information, is included in the Confidential Annex to this Notice.]

4.2.3 Key Contracts with Change of Control Provisions

In connection with the Transaction, the parties have identified the following material contracts of Cloudium that contain change of control provisions relevant to the consummation of the Transaction:

(a) Master SaaS Agreement with Aegis Federal Solutions Inc. — Cloudium is party to a Master SaaS Agreement dated June 12, 2020 (as amended), with Aegis Federal Solutions Inc., a Virginia-based US government contractor. The Aegis Federal contract has an ARR of approximately $84,000,000 and represents one of Cloudium's largest individual customer relationships. The Master SaaS Agreement contains a provision requiring Aegis Federal's prior written consent to any change of control of Cloudium (defined in the agreement to include any transaction or series of transactions resulting in a person or group of persons acquiring direct or indirect ownership of more than 50% of the voting securities of Cloudium). The parties are engaging with Aegis Federal to obtain the requisite consent in connection with the Transaction.

(b) Technology License Agreement with Helix Data Systems GmbH — Cloudium is party to a Technology License Agreement dated September 3, 2019, with Helix Data Systems GmbH, a Frankfurt-based technology company. This agreement contains a termination-for-change-of-control clause that permits Helix Data Systems GmbH to terminate the agreement upon written notice within a specified period following a change of control of Cloudium. The parties are assessing the implications of this provision and intend to engage with Helix Data Systems GmbH as appropriate.

(c) Credit Agreement with Atlas Commercial Lending Corp. — Cloudium is party to a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent (the "Existing Credit Agreement"). The Existing Credit Agreement provides for a total of $820,000,000 in committed credit facilities, comprising a $620,000,000 term loan facility and a $200,000,000 revolving credit facility (of which $200,000,000 is currently drawn). The Existing Credit Agreement contains a change of control mandatory prepayment provision that requires the prepayment in full of all outstanding amounts under the Existing Credit Agreement upon the occurrence of a change of control event. The parties anticipate that the outstanding indebtedness under the Existing Credit Agreement will be prepaid and the facilities terminated at closing of the Transaction, with new financing being arranged in connection with the Transaction.

SECTION 5: MARKET DEFINITION AND COMPETITIVE ASSESSMENT

5.1 Relevant Product Markets

The notifying party sets out below its assessment of the relevant product markets for the purposes of the CMA's competitive assessment of the Transaction. The notifying party recognizes that the CMA's approach to market definition is not an end in itself but rather a framework for assessing the competitive effects of the Transaction. Accordingly, the product market definitions discussed below are presented on a pragmatic basis, with the notifying party offering its views on the most plausible product market definitions while acknowledging that the competitive assessment in Sections 5.3 and 5.4 below is robust under any reasonable market definition.

5.1.1 Cloud-Based ERP Software

The notifying party submits that cloud-based ERP software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based ERP refers to enterprise resource planning software that is delivered as a service over the internet, typically on a subscription basis, and hosted on cloud infrastructure (whether public cloud, private cloud, or hybrid cloud environments), as distinct from traditional on-premises ERP software that is installed and run on a customer's own servers and hardware.

There is a reasonable basis for distinguishing between cloud-based ERP and on-premises ERP for the purposes of market definition. From the demand side, cloud-based ERP and on-premises ERP exhibit materially different characteristics in terms of deployment model, pricing structure, total cost of ownership, scalability, and the speed and ease of implementation. Customers increasingly view cloud-based ERP as a distinct proposition from on-premises ERP, with different decision criteria and evaluation processes. From the supply side, cloud-based ERP requires different technical capabilities, infrastructure investments, and go-to-market strategies compared to on-premises ERP, and the competitive dynamics in each segment differ significantly. Notwithstanding these differences, the notifying party acknowledges that there may be a degree of competitive constraint between cloud-based ERP and on-premises ERP, particularly for enterprise customers that are in the process of migrating from legacy on-premises systems to cloud-based solutions.

Within cloud-based ERP, a further segmentation could be drawn between mid-market ERP and enterprise ERP, reflecting differences in the complexity, functionality, and price points of the solutions offered to each customer segment. However, the notifying party submits that this distinction is not critical to the competitive assessment in this case, as the Transaction does not give rise to horizontal competition concerns regardless of whether mid-market ERP and enterprise ERP are treated as separate markets or as part of a single cloud-based ERP market.

Cloudium offers a comprehensive cloud-based ERP solution that serves both mid-market and enterprise customers. Cloudium's share of the overall cloud-based ERP market globally is estimated to be [CONFIDENTIAL], reflecting the presence of multiple well-resourced competitors with significantly larger market shares. In the United Kingdom specifically, Cloudium UK's share of the cloud-based ERP market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.

5.1.2 Cloud-Based CRM Software

The notifying party submits that cloud-based CRM software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based CRM refers to customer-relationship management software that is delivered as a service over the internet on a subscription basis, enabling organizations to manage customer interactions, sales processes, marketing automation, and customer service workflows.

The competitive dynamics in cloud-based CRM are well established. The market is characterized by the presence of a dominant global platform provider with a market share significantly exceeding that of any other individual competitor, alongside a range of other significant competitors and a large number of smaller or niche providers. Competition in cloud-based CRM is driven by factors including product functionality, ease of use, integration capabilities, pricing, customer support, and ecosystem breadth.

Cloudium offers a cloud-based CRM solution as part of its integrated SaaS platform. Cloudium's share of the overall cloud-based CRM market globally is estimated to be [CONFIDENTIAL], reflecting the highly competitive nature of this market and the dominant position of the market-leading platform. In the United Kingdom specifically, Cloudium UK's share of the cloud-based CRM market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.

5.1.3 Cloud-Based Business intelligence Software

The notifying party submits that cloud-based business intelligence ("BI") software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based BI software refers to data analytics, reporting, and visualization tools that are delivered as a service over the internet, enabling organizations to aggregate, analyze, and present data from multiple sources in order to support decision-making.

The cloud-based BI market is highly competitive and includes a range of standalone BI platform providers, BI functionality embedded within broader enterprise software suites (including ERP and CRM platforms), and open-source or developer-focused analytics tools. The boundaries of the BI market are somewhat fluid, as many enterprise software platforms incorporate BI-like functionality as an integrated component of their broader offering.

Cloudium offers a cloud-based BI solution that integrates natively with its ERP and CRM modules and also supports data ingestion from third-party applications. Cloudium's share of the overall cloud-based BI market globally is estimated to be [CONFIDENTIAL]. In the United Kingdom specifically, Cloudium UK's share of the cloud-based BI market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.

5.1.4 Broader SaaS / Enterprise Software Market

As an alternative to the product market definitions set out above, the notifying party notes that a broader market definition encompassing all enterprise SaaS solutions (or, more broadly, all enterprise software) could also be considered. Under such a broader market definition, cloud-based ERP, CRM, and BI solutions would be treated as components of a single enterprise SaaS market, on the basis that there is a degree of supply-side and demand-side substitutability among different categories of enterprise SaaS.

From the demand side, enterprise customers increasingly procure multiple categories of SaaS solutions from a single vendor or platform (or from a limited number of "strategic" vendors), reflecting a preference for integrated solutions that minimize data silos and reduce the complexity of managing multiple disparate applications. From the supply side, many enterprise software vendors offer products spanning multiple categories (including ERP, CRM, BI, HCM, collaboration, and other functions), and the barriers to extending into adjacent product categories are relatively low for established platform providers with significant engineering and go-to-market resources.

Under a broader enterprise SaaS or enterprise software market definition, Cloudium's market share would be significantly smaller than under any of the narrower product market definitions discussed above, and the Transaction would give rise to even fewer competitive concerns. However, the notifying party does not consider it necessary for the CMA to adopt this broader market definition in order to reach a conclusion that the Transaction does not give rise to a realistic prospect of an SLC.

5.2 Relevant Geographic Markets

The notifying party submits that the relevant geographic market for each of the product markets identified in Section 5.1 above is at least EEA-wide, and more likely global, in scope. This submission is based on the following considerations:

(a) Cloud-based delivery model: Cloudium's products are delivered as SaaS solutions over the internet and are accessible to customers from any location. The cloud-based delivery model eliminates the geographic barriers that have traditionally constrained the distribution of on-premises software, which required physical installation, local hardware infrastructure, and on-site support.

(b) Global customer base: Cloudium serves customers across multiple continents, including North America, Europe, and Asia-Pacific. Cloudium's product is functionally identical across all geographies, subject to localization features (such as multi-language support, multi-currency support, and compliance with local regulatory requirements) that are standard features of the platform.

(c) Global competitive dynamics: The principal competitors in cloud-based ERP, CRM, and BI operate on a global basis and compete for customers across all major geographic markets. Competitive conditions do not vary materially between the United Kingdom, continental Europe, and North America.

(d) Pricing and procurement: Cloudium's pricing is set on a global basis, with adjustments for local market conditions and currency. Customers typically procure Cloudium's solutions through a standardized global procurement process, and there are no material regulatory or practical barriers to a UK customer procuring the same solution as a US or European customer.

Notwithstanding the notifying party's primary submission that the geographic market is global or at least EEA-wide, the notifying party has also assessed the competitive position of Cloudium under a UK-specific geographic market, in order to provide the CMA with the most comprehensive analysis possible. As set out in Section 5.1 above, Cloudium UK's share of UK-based revenue in each of the relevant product markets is [CONFIDENTIAL], reflecting the highly competitive nature of these markets in the United Kingdom. The competitive assessment in Section 5.3 below demonstrates that the Transaction does not give rise to a realistic prospect of an SLC regardless of whether the geographic market is defined as global, EEA-wide, or UK-specific.

5.3 Competitive Assessment — Horizontal Effects

The notifying party submits that the Transaction does not give rise to any horizontal competition concerns in any relevant market in the United Kingdom.

Solara is a financial buyer — a private equity sponsor that manages investment funds and provides strategic and operational support to its portfolio companies. Solara does not itself directly develop, market, sell, or supply any ERP, CRM, BI, or other enterprise software products or services. Accordingly, there is no direct horizontal overlap between Solara's own activities and those of Cloudium.

The relevant question for the CMA's horizontal assessment is therefore whether any of Solara's portfolio companies have activities that overlap with Cloudium's product offerings in the relevant markets in the United Kingdom. The notifying party has undertaken a comprehensive review of the activities of each of Solara's 14 platform investments across Funds IV, V, and VI in order to identify any such overlaps.

[CONFIDENTIAL — The results of this portfolio review are set out below and in Annex 7. The notifying party has identified [to be confirmed in final version] portfolio companies with activities in the UK that are potentially relevant to the competitive assessment. For each such portfolio company, the notifying party provides information on the company's products and services, its geographic presence, its UK turnover, and its competitive significance in the relevant markets.]

[NOTE TO DRAFT: This section must be completed following confirmation from the Solara deal team regarding the activities of Fund IV and Fund V portfolio companies. If no overlaps are identified, this section should state that the notifying party has confirmed that no Solara portfolio company operates in or supplies products or services in the cloud ERP, CRM, or BI software markets in the United Kingdom, and that accordingly the Transaction gives rise to no horizontal competition concerns. If overlaps are identified, this section should include market shares, competitive significance analysis, and an incremental overlap assessment for each affected market.]

Subject to the completion of the portfolio review described above, the notifying party's preliminary submission is that the Transaction gives rise to no horizontal competition concerns. Solara is a financial investor, and its acquisition of Cloudium does not result in the combination of two competing businesses in any relevant market. To the extent that any Solara portfolio company is identified as having de minimis or tangential activities in adjacent software markets, the notifying party submits that any such overlap would not give rise to a realistic prospect of an SLC, having regard to the size of the relevant markets, the number and strength of competing providers, and the minimal competitive significance of any such overlap.

5.4 Competitive Assessment — Vertical and Conglomerate Effects

The notifying party has also assessed whether the Transaction gives rise to any vertical or conglomerate effects that could result in a realistic prospect of an SLC in any relevant market in the United Kingdom.

Vertical effects. The notifying party has considered whether any Solara portfolio company operates at a level of the supply chain that is vertically related to Cloudium's activities — for example, whether any portfolio company is a supplier of cloud infrastructure, data center services, application programming interfaces ("APIs"), or other technology components that Cloudium procures, or whether any portfolio company is a customer or distribution channel for Cloudium's products. [CONFIDENTIAL — The results of this assessment are set out in the confidential version of this Notice.] The notifying party's preliminary assessment is that no material vertical relationships exist between Solara portfolio companies and Cloudium that could give rise to vertical foreclosure concerns.

Conglomerate effects. The notifying party has considered whether the Transaction could enable the merged entity to engage in conglomerate strategies such as bundling or tying of Cloudium's products with those of Solara portfolio companies, to the detriment of competitors in any relevant market. The notifying party submits that conglomerate effects are not a realistic concern in this case for the following reasons:

(a) Solara is a financial investor and does not itself supply products or services. Any conglomerate concerns would necessarily arise from the relationship between Cloudium and Solara's portfolio companies, rather than from any direct activity of Solara.

(b) Cloudium's cloud ERP, CRM, and

MERGER NOTICE UNDER SECTION 96 OF THE ENTERPRISE ACT 2002
Anticipated Acquisition by Solara Digital Infrastructure Fund VI LP of Cloudium Technologies plc
CMA Case No.: ME/7184/24
February 5, 2024
DRAFT — Prepared for Review Prior to Submission
Prepared by Calderwood & Harkness LLP, One Bartholomew Close, London EC1A 7BL, in coordination with Albright & Kerr LLP, 5 New Street Square, London EC4A 3TW.
Lead counsel: Elaine Forsythe, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP; and Fiona McAllister, Lead Partner, UK Competition, Albright & Kerr LLP.
Filed on behalf of Solara Digital Infrastructure Fund VI LP (the "Acquirer").
Calderwood & Harkness LLP Matter No.: 1041-00003
This is a draft prepared for internal review and client approval before formal submission to the Competition and Markets Authority ("CMA"), anticipated on or about February 12, 2024. This document is subject to legal professional privilege and is not to be circulated outside the addressees without the prior written consent of Calderwood & Harkness LLP and Albright & Kerr LLP.
CONFIDENTIALITY NOTICE
The notifying party, Solara Digital Infrastructure Fund VI LP ("Fund VI"), respectfully requests that the Competition and Markets Authority (the "CMA") treat certain information contained within this Merger Notice (the "Notice") and its accompanying annexes as confidential. Throughout this Notice, information for which confidential treatment is requested has been enclosed within square brackets and marked with the designation "[CONFIDENTIAL]" or has been redacted from the non-confidential version of this Notice. A separate confidential version of this Notice containing un-redacted information has been provided to the CMA under separate cover.
The confidential information includes, but is not limited to, commercially sensitive financial data relating to revenue, profitability, customer-level information, pipeline projections, and growth forecasts of Cloudium Technologies plc ("Cloudium") and its subsidiaries, as well as the specific terms of certain material contracts, the details of Solara Digital Infrastructure LP's ("Solara") portfolio company operations, and internal strategic assessments prepared in connection with the proposed transaction.
The notifying party submits that disclosure of this information would, or would be likely to, significantly harm the legitimate business interests of the parties. In particular, disclosure of customer-level revenue data, pipeline information, and the detailed terms of material contracts could prejudice the competitive position of Cloudium in its negotiations with customers, suppliers, and partners, and could advantage competitors who might exploit such information to the detriment of Cloudium's market position.
This request is made pursuant to Section 244 of the Enterprise Act 2002, which restricts the disclosure of "specified information" relating to the affairs of any individual or any business of an undertaking which the CMA has received in connection with the exercise of any of its statutory functions. The notifying party respectfully requests that the CMA consult with the notifying party and its legal advisors before making any disclosure of information for which confidential treatment has been requested, and that any non-confidential version of this Notice published by the CMA reflect the redactions identified herein.
Should the CMA wish to discuss the scope of the confidentiality request, or should it intend to disclose any information for which confidential treatment has been requested, the notifying party asks that the CMA contact Fiona McAllister at Albright & Kerr LLP in the first instance, at the contact details provided in Section 3.5 below.
TABLE OF CONTENTS
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SECTION 1: SUMMARY OF THE TRANSACTION
1.1 Overview
Solara Digital Infrastructure Fund VI LP ("Fund VI"), a Delaware limited partnership and the investing vehicle of Solara Digital Infrastructure LP ("Solara" or "SDILP"), proposes to acquire 100% of the issued and outstanding share capital of Cloudium Technologies plc ("Cloudium") by way of a reverse triangular merger effected under the Delaware General Corporation Law, Title 8 of the Delaware Code (the "Transaction" or the "Merger").
Under the terms of the Transaction, Stratos Merger Sub Inc. ("Merger Sub"), a Delaware corporation and a wholly owned subsidiary of Fund VI that was incorporated on January 8, 2024 (Delaware File No. 7923841) solely for the purposes of effecting the Transaction, will merge with and into Cloudium. Upon the effective time of the Merger, Merger Sub will cease to exist, and Cloudium will survive as a wholly owned subsidiary of Fund VI. The Transaction is being effected by way of a reverse triangular merger structure, which is a customary mechanism under Delaware corporate law for the acquisition of target companies and is designed to preserve the legal identity of the target entity, including its contractual relationships, regulatory licenses and permits, and corporate existence.
The total enterprise value of the Transaction is approximately $6,800,000,000 (approximately £5,440,000,000 at an exchange rate of $1.25 to £1.00). The per-share merger consideration payable to the stockholders of Cloudium (other than the rollover shareholders described in Section 1.2 below) is approximately $36.92 per share in cash, without interest and subject to applicable withholding taxes. As of the date of the Merger Agreement, Cloudium has 184,200,000 shares of common stock issued and outstanding.
The Agreement and Plan of Merger (the "Merger Agreement") among Fund VI, Merger Sub, and Cloudium was duly executed and delivered on January 22, 2024. A public announcement of the Transaction, by way of a joint press release and a filing on Form 8-K with the United States Securities and Exchange Commission (the "SEC"), was made on January 23, 2024. Copies of the Merger Agreement (execution version) and the public announcement materials are attached as Annex 3 and Annex 4, respectively, to this Notice.
The consummation of the Transaction is conditional upon, among other things: (i) clearance by the CMA, including either an unconditional clearance decision at Phase 1 or, if applicable, the expiry of the relevant statutory review periods without a reference to Phase 2; (ii) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), in the United States (the HSR Act pre-merger notification having been filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice on February 9, 2024); (iii) the adoption of the Merger Agreement by the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote thereon at a special meeting of stockholders; and (iv) the satisfaction or waiver of certain other customary closing conditions, including the absence of any material adverse effect with respect to Cloudium.
1.2 Structure
The Transaction is structured as a reverse triangular merger under Section 251 of the Delaware General Corporation Law. Merger Sub, a newly formed Delaware corporation that is a direct, wholly owned subsidiary of Fund VI, will merge with and into Cloudium, with Cloudium continuing as the surviving corporation. Upon consummation of the Merger, Cloudium will become a direct, wholly owned subsidiary of Fund VI. Merger Sub has conducted no business activities since its incorporation on January 8, 2024, other than those incidental to its formation and the execution and performance of the Merger Agreement and the transactions contemplated thereby.
The Transaction contemplates that certain existing stockholders of Cloudium will "roll over" a portion of their equity interests in Cloudium into the surviving entity, rather than receiving cash consideration for the entirety of their shares. Specifically:
(a) Jonathan Hargrove, the Chief Executive Officer of Cloudium, who holds approximately 4.2% of the outstanding shares of Cloudium common stock (7,736,400 shares), will roll over approximately 50% of his equity holdings into the post-closing capital structure of the surviving entity. The estimated value of Mr. Hargrove's rollover equity is approximately $142,814,544 (based on the per-share merger consideration of $36.92). The remaining 50% of Mr. Hargrove's shares (3,868,200 shares) will be converted into the right to receive the per-share merger consideration in cash.
(b) Pinnacle Growth Ventures LLC ("Pinnacle"), a Delaware limited liability company, which holds approximately 11.6% of the outstanding shares of Cloudium common stock (21,367,200 shares), will roll over approximately 60% of its equity holdings into the post-closing capital structure of the surviving entity. The estimated value of Pinnacle's rollover equity is approximately $473,241,408. The remaining 40% of Pinnacle's shares (8,546,880 shares) will be converted into the right to receive the per-share merger consideration in cash.
All other shares of Cloudium common stock outstanding as of the effective time of the Merger (other than treasury shares, shares held by Fund VI or Merger Sub, and dissenting shares) will be converted into the right to receive the per-share merger consideration of $36.92 in cash, without interest and subject to applicable withholding taxes.
The Transaction, including the Merger Agreement and the ancillary agreements, is governed by the laws of the State of Delaware.
1.3 Timeline
The anticipated timeline for the Transaction is as follows:
The "Outside Date" under Section 8.01(b) of the Merger Agreement is June 30, 2024, subject to automatic extension to September 30, 2024 if all conditions to closing other than the regulatory conditions have been satisfied or waived as of June 30, 2024. The parties are committed to working constructively and expeditiously with the CMA and all other relevant regulatory authorities to secure the necessary approvals and clearances as promptly as practicable.
1.4 Rationale
The Transaction is driven by Solara's strategic investment thesis and its long-standing focus on the digital infrastructure and enterprise software sectors. Solara, through its various funds, invests in and seeks to grow market-leading businesses in the enterprise software, cloud infrastructure, data analytics, and software-as-a-service ("SaaS") platform sectors. Solara currently manages approximately $38 billion in assets under management ("AUM") across six flagship funds and has developed deep operational expertise in assisting its portfolio companies to accelerate product development, expand into new markets, and optimize their go-to-market strategies.
Fund VI, which is the sixth flagship fund in the Solara series, has $12.4 billion in committed capital (vintage 2022) and was established to continue Solara's proven investment strategy in the digital infrastructure and enterprise software space. The Transaction represents Fund VI's largest single platform investment to date and reflects Solara's conviction in the long-term growth prospects of cloud-native enterprise software platforms.
Cloudium occupies a strong competitive position in the market for cloud-native enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business-intelligence ("BI") SaaS solutions. Cloudium's platform serves a diverse customer base spanning mid-market and enterprise customers across a range of industry verticals, with particular strength in the professional services, financial services, healthcare, and technology sectors. As of December 31, 2023, Cloudium had achieved annual recurring revenue ("ARR") of $1,740,000,000, reflecting strong underlying growth in its subscription-based revenue model. For its last twelve months ending September 30, 2023 (the "LTM Period"), Cloudium reported revenue of $1,620,000,000 and EBITDA of $405,000,000.
Solara believes that the combination of its operational expertise, capital resources, and strategic network with Cloudium's differentiated technology platform, strong customer relationships, and talented workforce will create significant value for all stakeholders. In particular, Solara intends to invest in Cloudium's product development capabilities, support its expansion into new geographic markets (including further growth in the United Kingdom and continental Europe), and strengthen its customer success and support functions. The Transaction is motivated purely by strategic and financial considerations and does not involve any planned reduction in Cloudium's competitive activities or market presence.
SECTION 2: THE PARTIES
2.1 The Acquirer
2.1.1 Solara Digital Infrastructure LP
Solara Digital Infrastructure LP ("Solara" or "SDILP") is a Delaware limited partnership that serves as the management company and investment advisory platform for the family of Solara Digital Infrastructure funds. Solara was founded in 2011 and is headquartered at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801, United States. Solara also maintains offices in San Francisco, California; New York, New York; and London, England.
The general partner of Solara is Solara Digital GP LLC, a Delaware limited liability company. The Managing Partners of Solara are Marcus Elliston, who serves as Founder and Managing Partner, and Priya Narasimhan, who serves as Co-Managing Partner and Chief Investment Officer. Mr. Elliston and Ms. Narasimhan collectively oversee Solara's investment strategy, portfolio management, and firm operations, supported by a team of approximately 85 investment and operating professionals.
Solara manages approximately $38 billion in AUM across six flagship funds (Solara Digital Infrastructure Funds I through VI) and a number of related co-investment and continuation vehicles. Solara's investment focus is on enterprise software, cloud infrastructure, data analytics, and SaaS platforms, with a particular emphasis on businesses that exhibit strong recurring revenue characteristics, high gross margins, defensible market positions, and significant opportunities for organic growth and operational improvement.
Across its fourth, fifth, and sixth flagship funds (Funds IV, V, and VI), Solara has made 14 platform investments, spanning a range of enterprise software sub-sectors including infrastructure-as-a-service, application performance monitoring, cybersecurity, data management, human capital management, and vertical-specific SaaS platforms. Solara has a well-established track record of supporting its portfolio companies in achieving accelerated growth, product innovation, and geographic expansion, including expansion into the United Kingdom and European markets.
2.1.2 Solara Digital Infrastructure Fund VI LP (the Investing Fund)
Solara Digital Infrastructure Fund VI LP ("Fund VI") is the direct acquirer of Cloudium and the entity that will own 100% of the outstanding equity of Cloudium (as the surviving corporation) following the closing of the Transaction. Fund VI is a Delaware limited partnership with its principal office at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Its Employer Identification Number (EIN) is 87-4523190.
The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. Fund VI is a 2022 vintage fund with total committed capital of $12.4 billion sourced from a diversified base of institutional limited partners, including public and private pension funds, sovereign wealth funds, endowments, foundations, and family offices. Fund VI began its investment period in 2022 and the Transaction represents its largest single platform investment.
2.1.3 Solara Digital Co-Invest VI-A LP
Solara Digital Co-Invest VI-A LP ("Co-Invest VI-A") is a co-investment vehicle established alongside Fund VI to facilitate additional investment capacity in the Transaction. Co-Invest VI-A is a Delaware limited partnership, and its general partner is Solara Fund VI GP LLC (the same general partner as Fund VI). Co-Invest VI-A will invest approximately $425,000,000 alongside Fund VI's equity commitment in the Transaction. The capital for Co-Invest VI-A has been sourced from a subset of Fund VI's existing limited partners who elected to participate in the co-investment opportunity.
Co-Invest VI-A does not independently conduct any business operations and has been formed solely for the purposes of investing alongside Fund VI in the Transaction. Its investment will be made on substantially the same economic terms as Fund VI's investment.
2.1.4 Stratos Merger Sub Inc.
Stratos Merger Sub Inc. ("Merger Sub") is a Delaware corporation that was incorporated on January 8, 2024, under Delaware File No. 7923841. Merger Sub's registered office is at 1209 Orange Street, Wilmington, Delaware 19801. The sole stockholder of Merger Sub is Fund VI.
Merger Sub was formed solely and exclusively for the purpose of effecting the Merger. Merger Sub has not carried on any business or conducted any operations since the date of its incorporation, other than those incidental to its formation, the execution and delivery of the Merger Agreement, and the performance of its obligations thereunder. Upon the effective time of the Merger, Merger Sub will merge with and into Cloudium and will thereupon cease to exist as a separate legal entity.
2.2 The Target
2.2.1 Cloudium Technologies plc
Cloudium Technologies plc ("Cloudium") is a public limited company incorporated under the laws of England and Wales, with Company Number 09734521. Cloudium's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. Cloudium also maintains its US headquarters at 600 Townsend Street, Suite 800, San Francisco, California 94103.
Cloudium's shares of common stock are listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." As of the date of the Merger Agreement, Cloudium had 184,200,000 shares of common stock issued and outstanding. The current market capitalization of Cloudium (based on the per-share merger consideration) is approximately $6,800,000,000.
Cloudium's senior leadership team comprises:
• Chief Executive Officer: Jonathan Hargrove
• Chief Financial Officer: Sienna Whitfield
• General Counsel: Nadia Chowdhury
• Board Chair (Independent): Douglas Pemberton
Cloudium employs approximately 6,800 individuals globally across its offices and operations in the United States, the United Kingdom, India, and Germany. The composition of Cloudium's workforce by geography is approximately as follows: 2,800 employees in the United States; 1,200 employees in the United Kingdom (across London and Manchester offices); 2,400 employees in India (Bangalore); and 400 employees in Germany (Berlin).
Cloudium is a provider of cloud-native SaaS solutions across three principal product categories: enterprise resource planning ("ERP"), customer-relationship management ("CRM"), and business intelligence ("BI"). Cloudium's integrated platform is designed to serve mid-market and enterprise customers, enabling them to manage core business processes, customer engagement, data analytics, and decision-making through a unified, cloud-native architecture. Cloudium's solutions are delivered exclusively through a subscription-based SaaS model and are accessible via standard web browsers and mobile applications without the need for on-premises software installation or dedicated hardware infrastructure.
Cloudium's statutory auditors are Harwell & Dobson LLP, with offices at 200 Clarendon Street, Boston, Massachusetts 02116 (US) and 1 Finsbury Avenue, London EC2M 2PF (UK). The engagement partner for Cloudium's audit is Martin Chisholm. A copy of Cloudium's annual report for the fiscal year ended September 30, 2023, as audited by Harwell & Dobson LLP, is attached as Annex 5.
2.2.2 Key Financial Information
The key financial information for Cloudium for the last twelve months ended September 30, 2023 (the "LTM Period") is summarized below:
Cloudium's revenue is predominantly composed of recurring subscription revenue from its SaaS platform, supplemented by professional services revenue related to implementation, customization, and training. Subscription revenue accounted for approximately 88% of total revenue in the LTM Period, reflecting the strength and stability of Cloudium's recurring revenue model. Cloudium's ARR growth on a year-over-year basis was approximately [CONFIDENTIAL], driven by a combination of new customer acquisitions, expansion of existing customer contracts, and favorable net revenue retention rates.
2.2.3 Cloudium's UK Subsidiary
Cloudium Technologies UK Ltd. ("Cloudium UK") is a private limited company incorporated under the laws of England and Wales, with Company Number 11287456. Cloudium UK's registered office is located at 45 Broadwick Street, London W1F 0DB, United Kingdom. Cloudium UK is a wholly owned subsidiary of Cloudium Technologies plc and serves as the primary operating entity for Cloudium's business in the United Kingdom.
Cloudium UK employs approximately 1,200 individuals across its London and Manchester offices. The London office serves as Cloudium's European headquarters and houses a significant proportion of Cloudium's sales, marketing, customer success, and professional services functions for the UK and European markets. The Manchester office primarily supports product development, engineering, and customer support operations.
For the fiscal year ended September 30, 2023, Cloudium UK generated revenue of £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 to £1.00). This figure represents revenue attributable to Cloudium UK's UK-based customer contracts and UK-sourced professional services engagements. A copy of Cloudium UK's statutory annual accounts for the fiscal year ended September 30, 2023, as filed with Companies House, is attached as Annex 6.
Cloudium UK's customer base in the United Kingdom spans a range of segments, including mid-market enterprises, large enterprise customers, and, to a more limited extent, public sector organizations. Cloudium UK's product offerings in the United Kingdom mirror those of the broader Cloudium group and include cloud-native ERP, CRM, and BI SaaS solutions. Cloudium UK also provides implementation, configuration, and training services to its UK-based customers.
[CONFIDENTIAL — Description of Cloudium UK's public sector contracts and any government-related engagements in the United Kingdom, including contract values and counterparties, is included in the confidential version of this Notice.]
2.2.4 Other Key Subsidiaries
In addition to Cloudium UK, Cloudium operates through the following key subsidiaries:
(a) Cloudium Technologies India Pvt. Ltd. — a private limited company incorporated in Bangalore, Karnataka, India. Cloudium India employs approximately 2,400 individuals and serves as Cloudium's principal center for research and development, software engineering, and technical customer support. Cloudium India does not generate independent external revenue and operates as a cost center within the Cloudium group, providing services to Cloudium and its subsidiaries under intercompany services agreements.
(b) Cloudium Solutions GmbH — a Gesellschaft mit beschränkter Haftung (GmbH) incorporated in Berlin, Germany. Cloudium Solutions GmbH employs approximately 400 individuals and is responsible for sales, customer success, and professional services activities in the DACH region (Germany, Austria, and Switzerland). Cloudium Solutions GmbH generated revenue of approximately [CONFIDENTIAL] for the fiscal year ended September 30, 2023.
2.3 Rollover Shareholders
2.3.1 Pinnacle Growth Ventures LLC
Pinnacle Growth Ventures LLC ("Pinnacle") is a Delaware limited liability company with its principal office at 777 Third Avenue, 28th Floor, New York, New York 10017. Pinnacle's Managing Member is Evelyn Carmichael. Pinnacle is a growth equity investment firm focused on technology-enabled businesses, with a particular emphasis on enterprise software, fintech, and digital health.
Pinnacle is a long-standing investor in Cloudium, having originally invested in Cloudium's Series B preferred stock financing round and having participated in subsequent financing rounds prior to Cloudium's initial public offering. Pinnacle currently holds two seats on Cloudium's board of directors. As of the date of the Merger Agreement, Pinnacle holds approximately 11.6% of the outstanding shares of Cloudium common stock, representing 21,367,200 shares.
Pursuant to the terms of the Merger Agreement and a Rollover and Contribution Agreement entered into concurrently with the Merger Agreement, Pinnacle will roll over approximately 60% of its equity holdings (12,820,320 shares) into the post-closing capital structure of the surviving entity. The estimated value of Pinnacle's rollover equity, based on the per-share merger consideration of $36.92, is approximately $473,241,408. The remaining 40% of Pinnacle's shares (8,546,880 shares) will be converted into the right to receive the per-share merger consideration in cash at closing.
Post-closing, Pinnacle will hold a minority equity interest in the surviving entity alongside Fund VI, Co-Invest VI-A, and Jonathan Hargrove. The governance arrangements among the post-closing equity holders will be governed by a Stockholders' Agreement to be entered into at closing.
2.3.2 Jonathan Hargrove
Jonathan Hargrove is the Chief Executive Officer of Cloudium and a member of Cloudium's board of directors. Mr. Hargrove has served as CEO since Cloudium's founding and has been instrumental in building Cloudium's product platform, customer base, and corporate culture. As of the date of the Merger Agreement, Mr. Hargrove holds approximately 4.2% of the outstanding shares of Cloudium common stock, representing 7,736,400 shares.
Pursuant to the terms of the Merger Agreement and a Rollover and Contribution Agreement entered into concurrently with the Merger Agreement, Mr. Hargrove will roll over approximately 50% of his equity holdings (3,868,200 shares) into the post-closing capital structure of the surviving entity. The estimated value of Mr. Hargrove's rollover equity, based on the per-share merger consideration of $36.92, is approximately $142,814,544. The remaining 50% of Mr. Hargrove's shares (3,868,200 shares) will be converted into the right to receive the per-share merger consideration in cash at closing.
Mr. Hargrove will continue to serve as Chief Executive Officer of the surviving entity following the closing of the Transaction and will enter into a new employment agreement with the surviving entity at closing, the terms of which have been agreed in principle between Mr. Hargrove and Solara.
SECTION 3: JURISDICTIONAL AND PROCEDURAL MATTERS
3.1 Basis for CMA Jurisdiction
The notifying party submits that the anticipated merger constitutes a "relevant merger situation" for the purposes of Part 3 of the Enterprise Act 2002 (the "Act"). Specifically, the notifying party submits that the CMA has jurisdiction to review the Transaction on the basis of the turnover test set out in Section 23(1)(b) of the Act, read together with Section 28 of the Act.
Under Section 23(1)(b) of the Act, a relevant merger situation is created if, among other things, the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million. For the purposes of this threshold, the relevant enterprise is Cloudium Technologies plc and its subsidiaries, including, in particular, Cloudium Technologies UK Ltd. As set out in Section 2.2.3 above, Cloudium UK generated UK turnover of £312,000,000 for the fiscal year ended September 30, 2023. This figure substantially exceeds the £70 million turnover threshold prescribed by Section 23(1)(b) of the Act.
Accordingly, the turnover test is clearly satisfied, and the CMA has jurisdiction to review the Transaction.
In addition to the turnover test, the notifying party has considered whether the share of supply test under Section 23(2)–(4) of the Act may also be relevant. The share of supply test is addressed in the context of the product market analysis set out in Section 5 of this Notice. However, given that the turnover test is satisfied, the notifying party does not consider it necessary for the CMA to rely upon the share of supply test as an alternative or additional basis for jurisdiction.
3.2 Notification Basis
This Notice is being submitted as a voluntary notification pursuant to Section 96 of the Enterprise Act 2002. Section 96 permits any person who is party to, or expects to be party to, a relevant merger situation to give the CMA notice of the relevant arrangements or proposed arrangements. The notifying party is availing itself of this voluntary notification process in order to provide the CMA with a comprehensive submission at the earliest practicable stage and to facilitate an expeditious review of the Transaction.
The notifying party is seeking Phase 1 clearance of the anticipated merger. The notifying party respectfully submits, for the reasons set out in Sections 5 through 7 of this Notice, that the Transaction does not give rise to a realistic prospect of a substantial lessening of competition ("SLC") in any market in the United Kingdom and that the CMA should therefore clear the Transaction at Phase 1 without the need for a reference to a Phase 2 investigation.
3.3 Other Regulatory Filings
In addition to this CMA Merger Notice, the Transaction is subject to the following regulatory review processes and filings in other jurisdictions:
United States — HSR Act. A Pre-Merger Notification and Report Form was filed with the Federal Trade Commission ("FTC") and the Antitrust Division of the United States Department of Justice ("DOJ") on February 9, 2024, pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The initial 30-day waiting period under the HSR Act is expected to expire on or about March 11, 2024, absent an early termination of the waiting period or the issuance of a request for additional information or documentary material (a "Second Request").
United States — CFIUS. The parties have conducted an internal assessment of the Transaction under the regulations of the Committee on Foreign Investment in the United States ("CFIUS") and have concluded that a voluntary notice to CFIUS is not required. Specifically, the parties have determined that Cloudium does not constitute a "TID U.S. business" (i.e., a business that produces, designs, tests, manufactures, fabricates, or develops one or more critical technologies, has access to or maintains or collects sensitive personal data of U.S. citizens, or maintains or operates a covered investment critical infrastructure) and that the Transaction does not involve "covered real estate" within the meaning of 31 C.F.R. Part 802. Accordingly, no CFIUS voluntary notice has been or will be submitted.
European Union — EU Merger Regulation. The parties have assessed the applicability of Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation") and have determined that the EU jurisdictional turnover thresholds are not met in the case of this Transaction. Accordingly, no notification to the European Commission under the EU Merger Regulation is required.
European Union — EU Foreign Subsidies Regulation. The parties have assessed the applicability of Regulation (EU) 2022/2560 (the "EU Foreign Subsidies Regulation") and have determined that the notification thresholds under that Regulation are not triggered by the Transaction. Accordingly, no filing under the EU Foreign Subsidies Regulation is required.
Germany — FDI Screening (AWV). The parties have assessed the applicability of the German Außenwirtschaftsverordnung ("AWV") and have determined that Cloudium Solutions GmbH does not operate in a sensitive sector within the meaning of the AWV provisions governing cross-sectoral and sector-specific investment screening. Accordingly, no notification obligation arises under the AWV, and no FDI filing has been or will be made in Germany.
India — Competition Commission of India (CCI). The parties have assessed the applicability of the Competition Act, 2002 (India) and the relevant CCI notification thresholds. Based on the turnover of Cloudium Technologies India Pvt. Ltd. (which operates as a cost center providing R&D and support services and does not generate independent external revenue in India) and the asset values attributable to Cloudium's Indian subsidiary, the parties have determined that no CCI filing is required in connection with the Transaction. In addition, no foreign direct investment approval under the Foreign Exchange Management Act, 1999 (India) or the applicable consolidated FDI policy is required for the downstream change of control of Cloudium Technologies India Pvt. Ltd.
3.4 Advisors to the Parties
The following professional advisors are engaged by the parties in connection with the Transaction:
Buyer's Counsel (US, lead M&A and antitrust):
Calderwood & Harkness LLP One Bartholomew Close, London EC1A 7BL Lead Partners: Harrison Wexford, Responsible Partner, M&A; Elaine Forsythe, Specialist Partner, Antitrust & Competition
Buyer's UK Regulatory Counsel:
Albright & Kerr LLP 5 New Street Square, London EC4A 3TW Lead Partner: Fiona McAllister, Lead Partner, UK Competition
Buyer's Financial Advisor:
Osprey Bancroft & Co. Lead: Damien Harlow, Managing Director, Technology M&A
Target's Counsel:
Ridgeway Phelps & Sato LLP Lead Partners: Catherine Answorth, M&A, New York; Alistair Fenn, Corporate, London; Robert Tillman, Antitrust, Washington, DC
Target's Financial Advisor:
Veridian Partners LLC Lead: Monica Pressler, Managing Director
3.5 Contact Details for Correspondence
The notifying party requests that all CMA correspondence in connection with this Merger Notice, including any requests for information, invitations to attend meetings, and communications regarding the CMA's review process and timetable, be directed to Albright & Kerr LLP in the first instance, at the following address:
Primary Contact: Fiona McAllister Albright & Kerr LLP 5 New Street Square London EC4A 3TW United Kingdom Tel: +44 (0)20 7384 6200
Email: f.mcallister@albrightkerr.com
Secondary Contact: Elaine Forsythe Calderwood & Harkness LLP One Bartholomew Close London EC1A 7BL United Kingdom Tel: +44 (0)20 7158 9300
Email: eforsythe@calderwoodharkness.com
The notifying party confirms that Albright & Kerr LLP and Calderwood & Harkness LLP are jointly authorized to act on behalf of the notifying party in all communications with the CMA in connection with this Notice and the CMA's review of the Transaction. Any formal communications or notices issued by the CMA should be directed to Albright & Kerr LLP in the first instance.
SECTION 4: DESCRIPTION OF THE PRODUCTS AND SERVICES
4.1 Solara's Activities
Solara is a private equity sponsor focused on digital infrastructure and enterprise software investments. Solara does not itself directly develop, manufacture, distribute, or supply any software products or technology services. In particular, Solara does not directly supply any products or services that are in competition with Cloudium's cloud ERP, CRM, or BI SaaS solutions. Solara's role in the Transaction is that of a financial buyer and investment manager, and its activities are limited to the management of its investment funds, the identification and evaluation of investment opportunities, the provision of strategic and operational support to its portfolio companies, and the eventual realization of returns on behalf of its limited partners.
Across its fourth, fifth, and sixth flagship funds (Funds IV, V, and VI), Solara has made 14 platform investments. These investments span a range of enterprise software sub-sectors, including but not limited to infrastructure-as-a-service, application performance monitoring, cybersecurity, data management, human capital management, and vertical-specific SaaS platforms. A detailed listing of each platform investment, including the applicable fund, the name of the portfolio company, its principal product or service, and the jurisdictions in which it operates, is provided in Annex 7 to this Notice.
[CONFIDENTIAL — The identification of specific Solara portfolio companies, including those with UK activities, and an assessment of whether any Solara portfolio company operates in or supplies products or services in the cloud ERP, CRM, or BI software markets, is set out in the confidential version of this Notice and in Annex 7.]
The notifying party has undertaken a comprehensive review of the activities of each Solara portfolio company across Funds IV, V, and VI in order to identify any actual or potential horizontal overlaps with Cloudium's product offerings, as well as any vertical or conglomerate relationships that could be relevant to the CMA's competitive assessment. The results of this assessment are summarized in Section 5.3 and Section 5.4 below.
[NOTE TO DRAFT: Confirm with Solara deal team whether any Fund IV or Fund V portfolio companies have UK cloud software activities that could create horizontal overlap. If any such activities are identified, populate Annex 7 with full details and update the competitive assessment in Section 5 accordingly. This is a critical open item for finalization prior to submission.]
4.2 Cloudium's Activities
4.2.1 Global Overview
Cloudium is a provider of cloud-native SaaS solutions serving mid-market and enterprise customers globally. Cloudium's integrated technology platform encompasses three principal product categories:
(a) Enterprise Resource Planning (ERP): Cloudium's cloud ERP solution enables organizations to manage and automate core business processes, including financial management, procurement, supply chain management, project management, and human resources. The ERP platform is built on a modern, multi-tenant cloud architecture and is designed to provide real-time visibility into key operational and financial metrics. Cloudium's ERP offering is configured to serve both mid-market companies (typically defined as organizations with annual revenues between $50 million and $1 billion) and larger enterprise customers.
(b) Customer Relationship Management (CRM): Cloudium's cloud CRM solution enables organizations to manage customer interactions, sales pipelines, marketing campaigns, and customer service workflows across multiple channels. The CRM platform integrates natively with Cloudium's ERP and BI solutions, providing a unified view of customer data across the organization. Cloudium's CRM product competes in a market characterized by a large number of well-funded competitors, ranging from market-leading global platforms to specialized niche providers.
(c) Business intelligence (BI): Cloudium's cloud BI solution provides organizations with advanced data analytics, reporting, and visualization capabilities. The BI platform is designed to ingest data from a wide range of sources (including Cloudium's own ERP and CRM modules, as well as third-party applications and data warehouses), apply sophisticated analytical models, and present actionable insights to business users through interactive dashboards and reports. Cloudium's BI offering competes with a range of standalone BI platforms as well as BI functionality embedded within larger enterprise software suites.
Cloudium's global ARR as of December 31, 2023 was $1,740,000,000, reflecting robust year-over-year growth driven by new customer acquisitions, expansion within the existing customer base, and high net revenue retention rates. Cloudium employs approximately 6,800 individuals globally, with principal operations in the United States, the United Kingdom, India, and Germany.
4.2.2 UK Activities (Cloudium Technologies UK Ltd.)
Cloudium Technologies UK Ltd. ("Cloudium UK") is the primary operating entity for Cloudium's business in the United Kingdom. As set out in Section 2.2.3 above, Cloudium UK generated revenue of £312,000,000 for the fiscal year ended September 30, 2023, and employs approximately 1,200 individuals across its London and Manchester offices.
Cloudium UK's product offerings in the United Kingdom mirror the full suite of Cloudium's global cloud-native SaaS solutions, including cloud ERP, cloud CRM, and cloud BI. These solutions are delivered to UK customers through the same multi-tenant cloud infrastructure that supports Cloudium's global platform, with data hosting options that include UK-based and European data centers to comply with applicable data residency and data protection requirements.
Cloudium UK's customer base in the United Kingdom is diversified across several segments:
(a) Mid-market customers: Organizations with annual revenues typically between £40 million and £800 million, spanning a range of industry verticals including professional services, manufacturing, retail, and technology. This segment represents the largest portion of Cloudium UK's customer count and a significant share of its revenue.
(b) Enterprise customers: Larger organizations with annual revenues exceeding £800 million, including multinational corporations with UK-based operations. Enterprise customers typically have more complex implementation requirements and higher average contract values.
(c) Public sector customers: Cloudium UK serves a limited number of public sector organizations in the United Kingdom, including [CONFIDENTIAL — details of public sector customers and contract values are included in the confidential version of this Notice]. The public sector represents a relatively small proportion of Cloudium UK's overall revenue.
For the avoidance of doubt, the notifying party notes that Aegis Federal Solutions Inc. ("Aegis Federal"), a Virginia-based US government contractor with which Cloudium has a Master SaaS Agreement with an ARR of $84,000,000, is not a UK customer of Cloudium. However, the Aegis Federal contract is noted here because it contains a change of control consent provision that is relevant to the Transaction (see Section 4.2.3 below).
[CONFIDENTIAL — A detailed breakdown of Cloudium UK's revenue by customer segment, including customer-level revenue data and pipeline information, is included in the Confidential Annex to this Notice.]
4.2.3 Key Contracts with Change of Control Provisions
In connection with the Transaction, the parties have identified the following material contracts of Cloudium that contain change of control provisions relevant to the consummation of the Transaction:
(a) Master SaaS Agreement with Aegis Federal Solutions Inc. — Cloudium is party to a Master SaaS Agreement dated June 12, 2020 (as amended), with Aegis Federal Solutions Inc., a Virginia-based US government contractor. The Aegis Federal contract has an ARR of approximately $84,000,000 and represents one of Cloudium's largest individual customer relationships. The Master SaaS Agreement contains a provision requiring Aegis Federal's prior written consent to any change of control of Cloudium (defined in the agreement to include any transaction or series of transactions resulting in a person or group of persons acquiring direct or indirect ownership of more than 50% of the voting securities of Cloudium). The parties are engaging with Aegis Federal to obtain the requisite consent in connection with the Transaction.
(b) Technology License Agreement with Helix Data Systems GmbH — Cloudium is party to a Technology License Agreement dated September 3, 2019, with Helix Data Systems GmbH, a Frankfurt-based technology company. This agreement contains a termination-for-change-of-control clause that permits Helix Data Systems GmbH to terminate the agreement upon written notice within a specified period following a change of control of Cloudium. The parties are assessing the implications of this provision and intend to engage with Helix Data Systems GmbH as appropriate.
(c) Credit Agreement with Atlas Commercial Lending Corp. — Cloudium is party to a credit agreement dated March 15, 2021, with Atlas Commercial Lending Corp. as administrative agent (the "Existing Credit Agreement"). The Existing Credit Agreement provides for a total of $820,000,000 in committed credit facilities, comprising a $620,000,000 term loan facility and a $200,000,000 revolving credit facility (of which $200,000,000 is currently drawn). The Existing Credit Agreement contains a change of control mandatory prepayment provision that requires the prepayment in full of all outstanding amounts under the Existing Credit Agreement upon the occurrence of a change of control event. The parties anticipate that the outstanding indebtedness under the Existing Credit Agreement will be prepaid and the facilities terminated at closing of the Transaction, with new financing being arranged in connection with the Transaction.
SECTION 5: MARKET DEFINITION AND COMPETITIVE ASSESSMENT
5.1 Relevant Product Markets
The notifying party sets out below its assessment of the relevant product markets for the purposes of the CMA's competitive assessment of the Transaction. The notifying party recognizes that the CMA's approach to market definition is not an end in itself but rather a framework for assessing the competitive effects of the Transaction. Accordingly, the product market definitions discussed below are presented on a pragmatic basis, with the notifying party offering its views on the most plausible product market definitions while acknowledging that the competitive assessment in Sections 5.3 and 5.4 below is robust under any reasonable market definition.
5.1.1 Cloud-Based ERP Software
The notifying party submits that cloud-based ERP software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based ERP refers to enterprise resource planning software that is delivered as a service over the internet, typically on a subscription basis, and hosted on cloud infrastructure (whether public cloud, private cloud, or hybrid cloud environments), as distinct from traditional on-premises ERP software that is installed and run on a customer's own servers and hardware.
There is a reasonable basis for distinguishing between cloud-based ERP and on-premises ERP for the purposes of market definition. From the demand side, cloud-based ERP and on-premises ERP exhibit materially different characteristics in terms of deployment model, pricing structure, total cost of ownership, scalability, and the speed and ease of implementation. Customers increasingly view cloud-based ERP as a distinct proposition from on-premises ERP, with different decision criteria and evaluation processes. From the supply side, cloud-based ERP requires different technical capabilities, infrastructure investments, and go-to-market strategies compared to on-premises ERP, and the competitive dynamics in each segment differ significantly. Notwithstanding these differences, the notifying party acknowledges that there may be a degree of competitive constraint between cloud-based ERP and on-premises ERP, particularly for enterprise customers that are in the process of migrating from legacy on-premises systems to cloud-based solutions.
Within cloud-based ERP, a further segmentation could be drawn between mid-market ERP and enterprise ERP, reflecting differences in the complexity, functionality, and price points of the solutions offered to each customer segment. However, the notifying party submits that this distinction is not critical to the competitive assessment in this case, as the Transaction does not give rise to horizontal competition concerns regardless of whether mid-market ERP and enterprise ERP are treated as separate markets or as part of a single cloud-based ERP market.
Cloudium offers a comprehensive cloud-based ERP solution that serves both mid-market and enterprise customers. Cloudium's share of the overall cloud-based ERP market globally is estimated to be [CONFIDENTIAL], reflecting the presence of multiple well-resourced competitors with significantly larger market shares. In the United Kingdom specifically, Cloudium UK's share of the cloud-based ERP market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.
5.1.2 Cloud-Based CRM Software
The notifying party submits that cloud-based CRM software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based CRM refers to customer-relationship management software that is delivered as a service over the internet on a subscription basis, enabling organizations to manage customer interactions, sales processes, marketing automation, and customer service workflows.
The competitive dynamics in cloud-based CRM are well established. The market is characterized by the presence of a dominant global platform provider with a market share significantly exceeding that of any other individual competitor, alongside a range of other significant competitors and a large number of smaller or niche providers. Competition in cloud-based CRM is driven by factors including product functionality, ease of use, integration capabilities, pricing, customer support, and ecosystem breadth.
Cloudium offers a cloud-based CRM solution as part of its integrated SaaS platform. Cloudium's share of the overall cloud-based CRM market globally is estimated to be [CONFIDENTIAL], reflecting the highly competitive nature of this market and the dominant position of the market-leading platform. In the United Kingdom specifically, Cloudium UK's share of the cloud-based CRM market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.
5.1.3 Cloud-Based Business intelligence Software
The notifying party submits that cloud-based business intelligence ("BI") software is a potential relevant product market for the purposes of the CMA's assessment. Cloud-based BI software refers to data analytics, reporting, and visualization tools that are delivered as a service over the internet, enabling organizations to aggregate, analyze, and present data from multiple sources in order to support decision-making.
The cloud-based BI market is highly competitive and includes a range of standalone BI platform providers, BI functionality embedded within broader enterprise software suites (including ERP and CRM platforms), and open-source or developer-focused analytics tools. The boundaries of the BI market are somewhat fluid, as many enterprise software platforms incorporate BI-like functionality as an integrated component of their broader offering.
Cloudium offers a cloud-based BI solution that integrates natively with its ERP and CRM modules and also supports data ingestion from third-party applications. Cloudium's share of the overall cloud-based BI market globally is estimated to be [CONFIDENTIAL]. In the United Kingdom specifically, Cloudium UK's share of the cloud-based BI market is estimated to be [CONFIDENTIAL]. Detailed market share estimates are provided in Annex 9.
5.1.4 Broader SaaS / Enterprise Software Market
As an alternative to the product market definitions set out above, the notifying party notes that a broader market definition encompassing all enterprise SaaS solutions (or, more broadly, all enterprise software) could also be considered. Under such a broader market definition, cloud-based ERP, CRM, and BI solutions would be treated as components of a single enterprise SaaS market, on the basis that there is a degree of supply-side and demand-side substitutability among different categories of enterprise SaaS.
From the demand side, enterprise customers increasingly procure multiple categories of SaaS solutions from a single vendor or platform (or from a limited number of "strategic" vendors), reflecting a preference for integrated solutions that minimize data silos and reduce the complexity of managing multiple disparate applications. From the supply side, many enterprise software vendors offer products spanning multiple categories (including ERP, CRM, BI, HCM, collaboration, and other functions), and the barriers to extending into adjacent product categories are relatively low for established platform providers with significant engineering and go-to-market resources.
Under a broader enterprise SaaS or enterprise software market definition, Cloudium's market share would be significantly smaller than under any of the narrower product market definitions discussed above, and the Transaction would give rise to even fewer competitive concerns. However, the notifying party does not consider it necessary for the CMA to adopt this broader market definition in order to reach a conclusion that the Transaction does not give rise to a realistic prospect of an SLC.
5.2 Relevant Geographic Markets
The notifying party submits that the relevant geographic market for each of the product markets identified in Section 5.1 above is at least EEA-wide, and more likely global, in scope. This submission is based on the following considerations:
(a) Cloud-based delivery model: Cloudium's products are delivered as SaaS solutions over the internet and are accessible to customers from any location. The cloud-based delivery model eliminates the geographic barriers that have traditionally constrained the distribution of on-premises software, which required physical installation, local hardware infrastructure, and on-site support.
(b) Global customer base: Cloudium serves customers across multiple continents, including North America, Europe, and Asia-Pacific. Cloudium's product is functionally identical across all geographies, subject to localization features (such as multi-language support, multi-currency support, and compliance with local regulatory requirements) that are standard features of the platform.
(c) Global competitive dynamics: The principal competitors in cloud-based ERP, CRM, and BI operate on a global basis and compete for customers across all major geographic markets. Competitive conditions do not vary materially between the United Kingdom, continental Europe, and North America.
(d) Pricing and procurement: Cloudium's pricing is set on a global basis, with adjustments for local market conditions and currency. Customers typically procure Cloudium's solutions through a standardized global procurement process, and there are no material regulatory or practical barriers to a UK customer procuring the same solution as a US or European customer.
Notwithstanding the notifying party's primary submission that the geographic market is global or at least EEA-wide, the notifying party has also assessed the competitive position of Cloudium under a UK-specific geographic market, in order to provide the CMA with the most comprehensive analysis possible. As set out in Section 5.1 above, Cloudium UK's share of UK-based revenue in each of the relevant product markets is [CONFIDENTIAL], reflecting the highly competitive nature of these markets in the United Kingdom. The competitive assessment in Section 5.3 below demonstrates that the Transaction does not give rise to a realistic prospect of an SLC regardless of whether the geographic market is defined as global, EEA-wide, or UK-specific.
5.3 Competitive Assessment — Horizontal Effects
The notifying party submits that the Transaction does not give rise to any horizontal competition concerns in any relevant market in the United Kingdom.
Solara is a financial buyer — a private equity sponsor that manages investment funds and provides strategic and operational support to its portfolio companies. Solara does not itself directly develop, market, sell, or supply any ERP, CRM, BI, or other enterprise software products or services. Accordingly, there is no direct horizontal overlap between Solara's own activities and those of Cloudium.
The relevant question for the CMA's horizontal assessment is therefore whether any of Solara's portfolio companies have activities that overlap with Cloudium's product offerings in the relevant markets in the United Kingdom. The notifying party has undertaken a comprehensive review of the activities of each of Solara's 14 platform investments across Funds IV, V, and VI in order to identify any such overlaps.
[CONFIDENTIAL — The results of this portfolio review are set out below and in Annex 7. The notifying party has identified [to be confirmed in final version] portfolio companies with activities in the UK that are potentially relevant to the competitive assessment. For each such portfolio company, the notifying party provides information on the company's products and services, its geographic presence, its UK turnover, and its competitive significance in the relevant markets.]
[NOTE TO DRAFT: This section must be completed following confirmation from the Solara deal team regarding the activities of Fund IV and Fund V portfolio companies. If no overlaps are identified, this section should state that the notifying party has confirmed that no Solara portfolio company operates in or supplies products or services in the cloud ERP, CRM, or BI software markets in the United Kingdom, and that accordingly the Transaction gives rise to no horizontal competition concerns. If overlaps are identified, this section should include market shares, competitive significance analysis, and an incremental overlap assessment for each affected market.]
Subject to the completion of the portfolio review described above, the notifying party's preliminary submission is that the Transaction gives rise to no horizontal competition concerns. Solara is a financial investor, and its acquisition of Cloudium does not result in the combination of two competing businesses in any relevant market. To the extent that any Solara portfolio company is identified as having de minimis or tangential activities in adjacent software markets, the notifying party submits that any such overlap would not give rise to a realistic prospect of an SLC, having regard to the size of the relevant markets, the number and strength of competing providers, and the minimal competitive significance of any such overlap.
5.4 Competitive Assessment — Vertical and Conglomerate Effects
The notifying party has also assessed whether the Transaction gives rise to any vertical or conglomerate effects that could result in a realistic prospect of an SLC in any relevant market in the United Kingdom.
Vertical effects. The notifying party has considered whether any Solara portfolio company operates at a level of the supply chain that is vertically related to Cloudium's activities — for example, whether any portfolio company is a supplier of cloud infrastructure, data center services, application programming interfaces ("APIs"), or other technology components that Cloudium procures, or whether any portfolio company is a customer or distribution channel for Cloudium's products. [CONFIDENTIAL — The results of this assessment are set out in the confidential version of this Notice.] The notifying party's preliminary assessment is that no material vertical relationships exist between Solara portfolio companies and Cloudium that could give rise to vertical foreclosure concerns.
Conglomerate effects. The notifying party has considered whether the Transaction could enable the merged entity to engage in conglomerate strategies such as bundling or tying of Cloudium's products with those of Solara portfolio companies, to the detriment of competitors in any relevant market. The notifying party submits that conglomerate effects are not a realistic concern in this case for the following reasons:
(a) Solara is a financial investor and does not itself supply products or services. Any conglomerate concerns would necessarily arise from the relationship between Cloudium and Solara's portfolio companies, rather than from any direct activity of Solara.
(b) Cloudium's cloud ERP, CRM, and

MERGER NOTICE UNDER SECTION 96 OF THE ENTERPRISE ACT 2002

CONFIDENTIALITY NOTICE

TABLE OF CONTENTS

SECTION 1: SUMMARY OF THE TRANSACTION

SECTION 2: THE PARTIES

SECTION 3: JURISDICTIONAL AND PROCEDURAL MATTERS

SECTION 4: DESCRIPTION OF THE PRODUCTS AND SERVICES

SECTION 5: MARKET DEFINITION AND COMPETITIVE ASSESSMENT

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Parties

Dates

Amounts