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

cma-phase-1-clearance-summary.docx DOCUMENT M&A / Corporate

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MEMORANDUM

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT

FROM: Elaine Forsythe, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP

TO: Harrison Wexford (Responsible Partner, M&A); Tiffany Rosenthal (Lead Associate, M&A); Marcus Elliston (Founder & Managing Partner, Solara Digital Infrastructure LP); Priya Narasimhan (Co-Managing Partner & CIO, Solara Digital Infrastructure LP)

CC: Beatrice Holloway (Billing Partner, M&A); Andrew Fitzpatrick (Working Associate, M&A); Fiona McAllister (Lead Partner, UK Competition, Albright & Kerr LLP)

DATE: April 3, 2024

RE: CMA Phase 1 Clearance Decision — Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP — CMA Case No. ME/7184/24

MATTER NO.: 1041-00003

I. Executive Summary

The purpose of this memorandum is to inform the Solara deal team that the United Kingdom Competition and Markets Authority (the "CMA") has today, April 3, 2024, issued its Phase 1 decision granting unconditional clearance to the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI"), acting through its wholly owned acquisition subsidiary, Stratos Merger Sub Inc. ("Merger Sub"). The CMA decision was published under Case No. ME/7184/24.

The CMA's decision constitutes an unconditional clearance of the proposed transaction. Critically, the CMA has not required any undertakings in lieu of a reference to Phase 2, nor has it referred the transaction for an in-depth Phase 2 investigation. The decision reflects the CMA's conclusion that the merger does not give rise to a realistic prospect of a substantial lessening of competition ("SLC") in any market in the United Kingdom.

This clearance satisfies the UK regulatory condition precedent to closing under the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, and Stratos Merger Sub Inc. (the "Merger Agreement"). When combined with the clearance obtained under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on March 11, 2024 — when the initial thirty-day waiting period expired without the issuance of a Second Request by the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice — all antitrust and competition regulatory conditions to closing under the Merger Agreement have now been fully satisfied.

For the avoidance of doubt, no other competition or merger control filings were required in connection with this transaction. The transaction did not meet the jurisdictional turnover thresholds under the European Union Merger Regulation (Council Regulation (EC) No. 139/2004), and no filing was required with the European Commission. No German foreign direct investment obligation arose under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, "AWV"). No filing was required with the Competition Commission of India (the "CCI"). A voluntary notice under the Committee on Foreign Investment in the United States ("CFIUS") review process was assessed and determined to be unnecessary following an internal evaluation that identified no national-security nexus warranting a voluntary submission. Each of these determinations is discussed in greater detail in Section VII below and in prior Calderwood & Harkness LLP ("C&H") memoranda previously circulated to the deal team.

The transaction now proceeds to the remaining closing conditions, principally the stockholder approval vote scheduled for May 20, 2024, and remains on track for closing by or around the outside date of June 30, 2024.

II. Background on the Transaction

Transaction Structure. The proposed transaction is structured as a reverse triangular merger effected under the General Corporation Law of the State of Delaware (the "DGCL"). Under the terms of the Merger Agreement, Merger Sub — a Delaware corporation and a direct, wholly owned subsidiary of Fund VI formed solely for purposes of the transaction — will merge with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."

Deal Value. The aggregate transaction value is approximately $6,800,000,000 (six billion eight hundred million U.S. dollars), representing a per-share merger consideration of approximately $36.92 payable in cash for each of the approximately 184,200,000 shares of Cloudium common stock outstanding as of the date of the Merger Agreement. The per-share merger consideration represents a premium of approximately 32% over the undisturbed thirty-day volume-weighted average price of Cloudium common stock as of January 19, 2024, the last trading day prior to the public announcement of the transaction.

Merger Agreement. The Merger Agreement was executed on January 22, 2024, and was publicly announced on the morning of January 23, 2024, via a joint press release issued by Solara and Cloudium together with the filing of a Current Report on Form 8-K by Cloudium with the U.S. Securities and Exchange Commission.

Buyer. The buyer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. Fund VI is a vintage 2022 private equity fund with approximately $12.4 billion in committed capital. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. The ultimate parent of Fund VI is Solara Digital Infrastructure LP, a Delaware limited partnership, which serves as the platform investment manager for the Solara family of digital infrastructure-focused private equity funds. Solara Digital Infrastructure LP is led by Marcus Elliston, Founder and Managing Partner, and Priya Narasimhan, Co-Managing Partner and Chief Investment Officer.

Target. Cloudium Technologies plc is a leading provider of cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions. Cloudium serves mid-market and enterprise customers across a range of industries, including financial services, healthcare, retail, manufacturing, and professional services. The company employs approximately 6,800 employees globally, distributed across operations in the United States, the United Kingdom, India, and Germany.

Key Financial Metrics

As of the most recently reported fiscal year ended September 30, 2023 ("FYE 2023"), Cloudium's last-twelve-months ("LTM") financial results were as follows:

The implied transaction multiples are approximately 4.2x LTM Revenue, 16.8x LTM EBITDA, and 3.9x forward ARR.

Key Rollover Equity Participants

Two significant existing equity holders have entered into Rollover Equity Agreements providing for the rollover of a portion of their existing equity interests into the surviving entity:

• Jonathan Hargrove, Chief Executive Officer of Cloudium, holds approximately 4.2% of outstanding Cloudium common stock and has agreed to roll over 50% of his equity position into the post-closing equity structure of the surviving entity.

• Pinnacle Growth Ventures LLC, a growth-equity fund and early institutional investor in Cloudium, holds approximately 11.6% of outstanding Cloudium common stock and has agreed to roll over 60% of its equity position.

The rollover equity agreements, together with the Voting/Support Agreements discussed in Section VI below, represent a meaningful commitment from key stakeholders and are expected to facilitate both the stockholder approval process and the long-term strategic alignment of management with Fund VI's value-creation plan for Cloudium.

III. UK Nexus and Jurisdictional Basis for CMA Review

Cloudium's UK Operations

Cloudium Technologies plc maintains material operations in the United Kingdom through its wholly owned subsidiary, Cloudium Technologies UK Ltd. (Company No. 11287456), registered at 45 Broadwick Street, London W1F 0DB. Cloudium Technologies UK Ltd. is a private limited company incorporated under the laws of England and Wales and serves as the principal entity for Cloudium's UK and European customer-facing operations, including sales, marketing, customer success, professional services, and a portion of its product development activities.

Cloudium's UK operations are substantial. The company employs approximately 1,200 employees across offices in London (which serves as the UK and EMEA regional headquarters) and Manchester (which houses a significant product engineering and customer support center). Cloudium's UK employee base represents approximately 17.6% of its total global headcount of approximately 6,800 employees.

UK Revenue. For the fiscal year ended September 30, 2023, Cloudium Technologies UK Ltd. generated revenues of approximately £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 per £1.00 sterling). This revenue was derived from subscription SaaS licensing, professional services, and related support and maintenance services provided to UK-based customers and, to a lesser extent, customers domiciled in other European markets who are served from the UK entity.

CMA Jurisdictional Tests

The CMA's jurisdiction to review mergers arises where a transaction constitutes a "relevant merger situation" within the meaning of the Enterprise Act 2002 (the "EA02"). A relevant merger situation exists where: (a) two or more enterprises have ceased to be distinct, or arrangements are in progress or in contemplation which, if carried into effect, will result in two or more enterprises ceasing to be distinct; and (b) either the turnover test or the share of supply test is satisfied.

Turnover Test. Under Section 23(1)(b) of the EA02, the turnover test is satisfied where the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million. In this case, Cloudium Technologies UK Ltd.'s UK turnover of £312,000,000 for FYE 2023 substantially exceeded the £70 million threshold. The turnover test was therefore clearly and unambiguously met.

Share of Supply Test. In addition, as discussed in the CMA's analysis of the frame of reference (see Section V.C below), the share-of-supply test under Section 23(2)–(4) of the EA02 was potentially satisfied in certain cloud ERP product categories in the UK, where Cloudium's estimated share of supply in the UK was approximately 8–12% depending on market definition. However, given that the turnover test was clearly met, the share-of-supply test was not necessary to establish jurisdiction.

Voluntary Filing. The United Kingdom operates a voluntary merger notification regime — that is, parties are not legally required to notify the CMA of a qualifying merger, but the CMA retains the power to investigate completed or anticipated mergers on its own initiative. Notwithstanding the voluntary nature of the regime, and consistent with standard practice for transactions of this scale with a significant UK nexus, Solara elected to file a proactive voluntary notification with the CMA. This decision served two purposes: (i) to obtain formal clearance before closing and thereby provide certainty to the parties and their stakeholders; and (ii) to satisfy the regulatory condition precedent in the Merger Agreement, which specifically required that CMA clearance (or expiration of applicable review periods without a reference to Phase 2) be obtained as a condition to the parties' obligations to consummate the closing.

IV. CMA Filing Process and Timeline

The CMA filing process proceeded on a timeline consistent with or slightly shorter than a standard Phase 1 review. The key dates and milestones are summarized below:

February 5, 2024 — Draft CMA Merger Notice Prepared. Calderwood & Harkness LLP (Elaine Forsythe, Specialist Partner, Antitrust & Competition, based in the firm's Washington, DC and London offices) prepared the initial draft of the CMA Merger Notice Form in coordination with Albright & Kerr LLP (Fiona McAllister, Lead Partner, UK Competition, 5 New Street Square, London EC4A 3TW), serving as buyer's UK regulatory counsel. The draft Merger Notice was reviewed by the broader deal team, including representatives of Solara and Cloudium's management, to ensure the accuracy and completeness of the factual submissions regarding Cloudium's UK operations, competitive positioning, and market data.

February 12, 2024 — Final Merger Notice Submitted. The final Merger Notice Form was submitted to the CMA on February 12, 2024. The CMA acknowledged receipt and assigned Case No. ME/7184/24 to the transaction. The submission of the Merger Notice triggered the commencement of the CMA's formal Phase 1 review period.

March 1, 2024 — Response to Supplemental CMA Information Request. During the course of its Phase 1 review, the CMA issued a supplemental information request seeking additional data and documentary evidence regarding overlapping product markets in the UK cloud ERP segment. Specifically, the CMA's questions focused on the definition and boundaries of the relevant product market, Cloudium's market shares under various methodologies, the competitive landscape (including the identities and market positions of Cloudium's principal competitors in the UK), customer switching costs and barriers to switching between cloud ERP providers, and the degree to which on-premise legacy ERP solutions exert a competitive constraint on cloud-native SaaS offerings. The response to this supplemental information request was prepared jointly by C&H and Albright & Kerr and submitted to the CMA on March 1, 2024. The response was accompanied by supporting exhibits, including third-party market sizing data, internal Cloudium competitive intelligence analyses, and anonymized customer survey data.

April 3, 2024 — CMA Phase 1 Decision Issued. The CMA issued its Phase 1 decision on April 3, 2024, granting unconditional clearance to the proposed acquisition. The decision was published on the CMA's case page in both a public summary version and a confidential version containing commercially sensitive information provided in the Merger Notice and supplemental submissions.

Total Review Period. The elapsed time from submission of the Merger Notice (February 12, 2024) to the issuance of the Phase 1 decision (April 3, 2024) was approximately 51 calendar days. This is within the CMA's standard Phase 1 review period of 40 working days (which typically equates to approximately 8 calendar weeks, or 56 calendar days), inclusive of adjustments to account for the time required for the parties to respond to the supplemental information request.

The review proceeded smoothly, and at no point during the Phase 1 review did the CMA indicate that it was considering referring the transaction to Phase 2 or that it was contemplating requiring undertakings in lieu of a reference. The CMA's case team was professional and efficient throughout the process, and the deal team's prompt and thorough responses to the CMA's supplemental inquiries contributed to the orderly progression of the review.

V. Summary of CMA Phase 1 Analysis and Decision

The following is a summary of the principal elements of the CMA's Phase 1 analysis and decision, based on our review of the published decision and our engagement with the CMA's case team throughout the review process.

A. Relevant Merger Situation

The CMA confirmed that the transaction constitutes a "relevant merger situation" within the meaning of Sections 22 and 23 of the Enterprise Act 2002. In reaching this conclusion, the CMA considered the following:

Two or More Enterprises Ceasing to Be Distinct. The CMA confirmed that the proposed transaction will result in two or more enterprises ceasing to be distinct. Specifically, Solara Digital Infrastructure Fund VI LP (via its wholly owned subsidiary, Stratos Merger Sub Inc.) will acquire sole control of Cloudium Technologies plc, including all of Cloudium's subsidiaries and business operations, including its UK subsidiary, Cloudium Technologies UK Ltd. Prior to the transaction, Solara and Cloudium are independent entities that operate as separate enterprises. The completion of the reverse triangular merger will result in Cloudium becoming a wholly owned subsidiary of Fund VI, thereby causing the enterprises to cease to be distinct.

Turnover Test Satisfied. As discussed in Section III above, the CMA confirmed that the turnover test under Section 23(1)(b) of the EA02 was satisfied. Cloudium Technologies UK Ltd. generated UK turnover of approximately £312,000,000 for the fiscal year ended September 30, 2023, which substantially exceeds the statutory threshold of £70 million. The CMA did not need to rely upon the share-of-supply test to establish jurisdiction, though it noted that this test was also potentially satisfied in certain product categories.

Accordingly, the CMA was satisfied that it had jurisdiction to review the anticipated merger.

B. Counterfactual. The CMA assessed the appropriate counterfactual against which to evaluate the competitive effects of the proposed merger. In line with its standard practice in Phase 1 reviews, the CMA adopted the pre-merger conditions of competition as the relevant counterfactual — that is, the CMA assessed what the competitive landscape would look like absent the proposed acquisition, with Cloudium continuing to operate as a standalone publicly listed company on the Nasdaq Global Select Market.

In selecting this counterfactual, the CMA considered whether there was evidence of any alternative buyer or competing bid for Cloudium that might have constituted a more appropriate counterfactual scenario. The CMA did not identify any alternative buyer or competing bid in the market at the time of its review. This is consistent with the terms of the Merger Agreement, which includes a customary no-shop provision that became effective upon signing on January 22, 2024, subject to a fiduciary-out exception permitting the Cloudium board of directors to respond to unsolicited superior proposals in the exercise of its fiduciary duties. As of the date of the CMA's decision, no superior proposal had been received by Cloudium, and the Cloudium board had not made any determination that an alternative transaction constituted or was reasonably expected to lead to a superior proposal.

The CMA did not consider any exiting-firm or failing-firm counterfactual, as there was no evidence suggesting that Cloudium was a failing firm or that its competitive position was likely to deteriorate materially absent the merger.

C. Frame of Reference (Market Definition)

The CMA assessed the relevant frame of reference — encompassing both the product and geographic dimensions — for purposes of evaluating the competitive effects of the proposed merger.

Product Market. The CMA identified the following product areas in which Cloudium is active and in which potential competitive overlaps could arise:

(i) Cloud-native enterprise resource planning (ERP) software — including financial management, supply chain management, human capital management, and related planning and execution modules delivered via cloud-native SaaS platforms;

(ii) Customer relationship management (CRM) software — including sales force automation, marketing automation, customer service management, and related customer engagement solutions delivered via cloud-native SaaS platforms; and

(iii) Business intelligence (BI) and data analytics SaaS solutions — including reporting, dashboarding, advanced analytics, and data visualization tools integrated with or complementary to ERP and CRM platforms.

The CMA noted a meaningful distinction between traditional on-premise enterprise software solutions and cloud-based (and in particular cloud-native) SaaS solutions, observing that the competitive dynamics, pricing models, customer acquisition and retention characteristics, and barriers to entry differ substantially between these two categories. The CMA focused its assessment on the cloud-native SaaS segment, which is the segment in which Cloudium operates.

The CMA further considered whether it would be appropriate to segment the product market by customer size — in particular, distinguishing between solutions designed for and marketed to mid-market customers (typically defined as organizations with approximately 100 to 1,000 employees or annual revenues in the range of $10 million to $1 billion) and solutions designed for large enterprise customers. The CMA acknowledged that there are observable differences in the competitive landscape across these customer segments, including differences in the identity of leading competitors, the complexity and customization requirements of software deployments, the length of sales cycles, and the magnitude of customer switching costs. However, the CMA ultimately concluded that the precise delineation of the product market could be left open, as the outcome of the competitive assessment did not turn on the exact boundaries of the product market. Under any plausible product market definition, the CMA's analysis did not identify a realistic prospect of an SLC.

Geographic Market. The CMA assessed the United Kingdom as the relevant geographic frame of reference for purposes of its competitive assessment, consistent with its standard practice of focusing on competitive conditions within the UK. At the same time, the CMA acknowledged that the markets for cloud ERP, CRM, and BI SaaS solutions have a global, or at a minimum European Economic Area-wide ("EEA-wide"), dimension, given that cloud-native SaaS products are delivered over the internet and are generally available to customers regardless of geographic location. The CMA noted that many of Cloudium's competitors serve customers globally from centralized or regionally distributed operations, and that customer purchasing decisions in the UK are influenced by the global competitive landscape. The CMA nonetheless assessed competitive conditions in the UK specifically, on the basis that UK customers may have particular requirements (including regulatory compliance, data residency, and language and localization considerations) that could affect the competitive dynamics in the UK.

D. Competitive Assessment — Horizontal Effects

The CMA examined whether the proposed merger would give rise to a substantial lessening of competition on a horizontal basis — that is, whether the merger would reduce competition between firms that are actual or potential competitors in the same relevant market.

Solara as a Financial Sponsor. A threshold consideration in the CMA's horizontal analysis was the characterization of the acquirer. Solara Digital Infrastructure Fund VI LP is a financial sponsor — a private equity fund — rather than an operating company with its own revenue-generating business in the relevant markets. As such, the CMA did not assess whether Solara itself competes with Cloudium in the provision of cloud ERP, CRM, or BI SaaS solutions. Instead, the CMA assessed whether any of Solara's existing portfolio companies — across the full range of funds managed by Solara Digital Infrastructure LP, specifically Funds IV, V, and VI — engage in activities that overlap with or compete against Cloudium's business in the relevant markets in the UK.

Portfolio Company Overlap Analysis. At the time of the CMA's review, Solara's portfolio encompassed fourteen (14) platform investments across Funds IV through VI. These portfolio companies operate across a range of segments within the digital infrastructure ecosystem, including cloud computing infrastructure, managed hosting services, cybersecurity, network connectivity, data analytics, and related technology-enabled services. The CMA examined each of these portfolio companies to determine whether any of them has material competitive overlap with Cloudium in the UK cloud ERP, CRM, or BI SaaS markets.

The CMA concluded that none of Solara's existing portfolio companies has a material competitive overlap with Cloudium in any of the relevant product markets in the UK. The CMA noted that while certain Solara portfolio companies operate in the broader enterprise technology sector, their specific products and services — including cloud infrastructure, managed services, and cybersecurity solutions — are complementary to, rather than competitive with, Cloudium's cloud-native ERP, CRM, and BI SaaS offerings. The CMA further noted that even on the broadest possible definition of "enterprise software" or "enterprise technology solutions," the overlaps between Solara's portfolio and Cloudium's business were de minimis and did not give rise to any horizontal competition concerns.

Cloudium's Market Position. The CMA assessed Cloudium's share of supply in the UK cloud ERP market and estimated it at approximately 8–12%, depending on the precise market definition and the methodology used to calculate market shares (e.g., by revenue, by number of customers, or by number of active licenses/subscriptions). Importantly, because Solara is a financial sponsor without a directly competing portfolio company in the relevant markets, the proposed transaction does not result in any increment to the combined entity's share of supply. The transaction is a change of ownership and control, not a combination of competing businesses.

Competitive Landscape. The CMA found that the UK cloud ERP, CRM, and BI SaaS markets are characterized by a fragmented competitive landscape with multiple established competitors and a significant number of new entrants and emerging challengers. The CMA identified a range of competitors that exert meaningful competitive constraints on Cloudium in the UK, including large global platforms with comprehensive enterprise software suites, specialized cloud-native ERP providers focused on particular industry verticals or customer segments, and innovative challengers leveraging next-generation technologies (including artificial intelligence and machine learning) to differentiate their offerings. The CMA did not identify any evidence suggesting that the proposed transaction would eliminate a significant competitive constraint or reduce competition in a market that is already concentrated.

Accordingly, the CMA concluded that the proposed merger does not give rise to a realistic prospect of a substantial lessening of competition on a horizontal basis.

E. Competitive Assessment — Vertical and Conglomerate Effects

The CMA also briefly considered whether the proposed transaction could give rise to a substantial lessening of competition on a vertical or conglomerate basis.

Vertical Effects. The CMA examined whether the transaction could create or strengthen any vertical relationships between Cloudium and Solara's portfolio companies that could lead to input or customer foreclosure. In particular, the CMA considered whether any of Solara's portfolio companies in the cloud infrastructure, data analytics, or related segments provide critical inputs to Cloudium (Upstream vertical relationship), or whether Cloudium is an important customer or distribution channel for any of Solara's portfolio companies (downstream vertical relationship).

The CMA found no material vertical relationship between Cloudium and any of Solara's portfolio companies. Cloudium does not depend on Solara portfolio companies for any critical inputs to its business — including cloud hosting, data storage, network connectivity, or cybersecurity services — and, conversely, Solara's portfolio companies do not depend on Cloudium as a material customer or channel partner. The CMA concluded that there was no realistic prospect of input foreclosure or customer foreclosure arising from the transaction.

Conglomerate Effects. The CMA also considered whether the transaction could give rise to conglomerate effects — specifically, whether Solara (through its portfolio companies) or Cloudium could leverage the combination to bundle or tie products in a manner that would foreclose or disadvantage competitors. The CMA found that there was no ability or incentive for such bundling or leveraging. Solara's portfolio companies and Cloudium operate in related but distinct segments of the enterprise technology ecosystem, and the CMA did not identify any realistic mechanism by which the combined entity could leverage its position in one segment to foreclose competition in another.

The CMA therefore concluded that the proposed merger does not give rise to a realistic prospect of a substantial lessening of competition on vertical or conglomerate grounds.

F. Decision. In light of the foregoing analysis, the CMA concluded that the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not give rise to a realistic prospect of a substantial lessening of competition in any market in the United Kingdom.

The CMA's decision constitutes a Phase 1 unconditional clearance. The key parameters of the decision are as follows:

• No undertakings in lieu of a reference to Phase 2 were required or offered.

• No reference to Phase 2 for an in-depth investigation was made.

• No conditions, commitments, or monitoring obligations were imposed.

• The clearance is final and not subject to any time-limited conditions or reporting requirements.

The decision was published on the CMA's website on April 3, 2024, and a copy of the public summary has been provided to the deal team under separate cover.

VI. Implications for Transaction Timeline and Closing Conditions

Satisfaction of UK Regulatory Condition

The CMA's unconditional clearance decision satisfies the UK regulatory condition precedent to closing under the Merger Agreement. Specifically, Section 7.1(b) of the Merger Agreement (the regulatory condition provision) requires, as a condition to each party's obligation to consummate the closing, that all required antitrust and competition regulatory approvals and clearances shall have been obtained or the applicable waiting periods shall have expired or been terminated. The CMA Phase 1 unconditional clearance granted on April 3, 2024, constitutes the required clearance under UK competition law and fully satisfies this condition insofar as it relates to the United Kingdom.

All Antitrust / Competition Conditions Now Satisfied

When combined with the HSR Act clearance obtained on March 11, 2024 — when the initial thirty-day waiting period expired without the issuance of a Second Request — all antitrust and competition regulatory conditions to closing under the Merger Agreement have now been fully satisfied. As discussed in Section VII below, no other antitrust or competition filings were required in connection with the transaction.

Remaining Closing Conditions

As of the date of this memorandum, the following principal closing conditions remain outstanding:

1. Stockholder Approval. The Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at a duly convened special meeting of stockholders. The special meeting of Cloudium stockholders is currently scheduled to be held on May 20, 2024. The definitive proxy statement (Definitive Schedule 14A) is expected to be filed with the SEC on or about April 15, 2024, following the incorporation of C&H's comments on the preliminary proxy statement provided on March 25, 2024. Voting/Support Agreements have been executed by Jonathan Hargrove (approximately 4.2% of outstanding shares) and Pinnacle Growth Ventures LLC (approximately 11.6% of outstanding shares), pursuant to which each has committed to vote all of its shares in favor of the merger at the special meeting, subject to customary exceptions and fiduciary-out provisions. Together, these committed votes represent approximately 15.8% of outstanding shares. Blackthorn Proxy Advisors LLC has been retained by Cloudium as the proxy solicitor and is coordinating the stockholder outreach and solicitation campaign.

2. Absence of Legal Impediment. The Merger Agreement requires, as a condition to closing, that no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, judgment, decree, or law that is then in effect and that has the effect of making the merger illegal or otherwise prohibiting the consummation of the merger.

3. Bring-Down of Representations and Warranties. Each party's representations and warranties must be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) as of the closing date, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the applicable party.

4. Compliance with Covenants. Each party must have complied in all material respects with its respective covenants and agreements contained in the Merger Agreement.

5. Customary Closing Deliverables. The parties must deliver customary closing deliverables, including officer's certificates, good standing certificates, legal opinions, and the certificates required to evidence the merger under the DGCL and the Companies Act 2006.

Outside Date and Timeline Assessment

The Merger Agreement provides for a scheduled outside date (the "Outside Date") of June 30, 2024, after which either party may terminate the Merger Agreement if the closing has not occurred, subject to customary exceptions for a party whose breach of the Merger Agreement caused or resulted in the failure of the closing to occur by such date.

Based on the current status of the transaction, including the satisfaction of all antitrust and competition regulatory conditions, the scheduled stockholder meeting on May 20, 2024, and the absence of any known legal impediment or other condition that is not expected to be satisfied in due course, it is our assessment that the transaction remains on track for closing by or around the Outside Date, subject to the successful completion of the stockholder vote and the satisfaction of remaining customary conditions. We are not aware of any circumstances that would necessitate an extension of the Outside Date at this time.

VII. Other Regulatory Clearances — Status Summary

Set forth below is a summary of the status of all antitrust, competition, foreign direct investment, and national security regulatory clearances assessed in connection with the transaction. This summary is based on the jurisdictional assessments prepared by C&H and previously circulated to the deal team.

All antitrust and competition regulatory conditions to closing have been fully satisfied.

VIII. Coordination with UK Counsel

Albright & Kerr LLP (Fiona McAllister, Lead Partner, UK Competition; 5 New Street Square, London EC4A 3TW) has served as buyer's UK regulatory counsel throughout the CMA notification process. Albright & Kerr is a leading UK law firm with deep expertise in UK competition law and CMA merger control proceedings, and their involvement was instrumental in ensuring the smooth and efficient processing of the CMA review.

Albright & Kerr's role included the following:

• Merger Notice Preparation. Albright & Kerr coordinated with C&H's London office (One Bartholomew Close, London EC1A 7BL) and the Washington, DC antitrust team led by Elaine Forsythe on the preparation and finalization of the CMA Merger Notice Form, including the drafting of the competitive assessment sections, the compilation of supporting exhibits and annexes, and the preparation of confidentiality ring arrangements for commercially sensitive data.

• Supplemental Information Request. Albright & Kerr played a central role in coordinating the response to the CMA's supplemental information request dated February 23, 2024, including the collection and analysis of additional market data, the preparation of supplemental submissions addressing the CMA's specific questions regarding overlapping product markets in UK cloud ERP, and the coordination of internal data requests to Cloudium's management team (through the parties' agreed information-sharing protocol).

• Ongoing CMA Engagement. Albright & Kerr maintained regular contact with the CMA's case team throughout the Phase 1 review period, including participating in state-of-play calls and managing procedural communications with the CMA on behalf of the buyer.

Fiona McAllister of Albright & Kerr has confirmed receipt of the CMA's published Phase 1 decision and has reviewed a draft of this memorandum. She concurs with the summary of the CMA's analysis and decision set forth herein and has no additional observations to contribute at this time. Albright & Kerr's engagement on the CMA workstream is now effectively complete, subject to the retention of files and documents in accordance with the document retention protocols discussed in Section X below.

IX. Recommended Next Steps

In light of the CMA's Phase 1 unconditional clearance, we recommend the following next steps:

1. Update Regulatory Conditions Tracker. The deal team should update the Regulatory Conditions Tracker to reflect CMA unconditional clearance obtained April 3, 2024, under CMA Case No. ME/7184/24. The tracker should confirm that all antitrust and competition regulatory conditions under the Merger Agreement have been fully satisfied.

2. Confirm Satisfaction of Regulatory Conditions with M&A Deal Team. Harrison Wexford, as responsible partner on the M&A engagement, and the broader M&A deal team should be formally notified that the regulatory conditions under Section 7.1(b) of the Merger Agreement (or the equivalent regulatory condition provision) are fully satisfied. No further antitrust or competition approvals are required to proceed to closing.

3. No Further Action Required on CMA Workstream. No further action is required with respect to the CMA. The Phase 1 unconditional clearance does not impose any conditions, commitments, or ongoing monitoring obligations. There are no remedies to implement, no compliance reporting requirements, and no hold-separate obligations. The CMA workstream is closed.

4. Focus on Stockholder Approval Process. The transaction's critical path now runs through the stockholder approval process. The key milestones are as follows:

(a) Cloudium's Definitive Proxy Statement (Definitive Schedule 14A) is expected to be filed with the SEC on or about April 15, 2024. C&H previously provided comments on the preliminary proxy statement (Preliminary Schedule 14A) on March 25, 2024, and those comments have been incorporated into the drafting process.

(b) Blackthorn Proxy Advisors LLC has been retained by Cloudium as the proxy solicitor and is leading the stockholder outreach and solicitation effort. The deal team should coordinate with Blackthorn and Cloudium's investor relations team to monitor voting sentiment and ensure adequate engagement with institutional stockholders.

(c) The special meeting of Cloudium stockholders is scheduled for May 20, 2024. The merger requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote. The deal team should continue to monitor the voting commitment status under the existing Voting/Support Agreements and assess whether additional stockholder engagement is necessary.

5. Continue Monitoring for Legal Impediments. The deal team should continue to monitor for any third-party challenges, governmental actions, legislative developments, or court orders that could create a legal impediment to closing. While no such impediments have been identified to date, and we consider the risk of such developments to be low, ongoing vigilance is appropriate. In particular, the deal team should monitor for any stockholder litigation challenging the merger or the proxy solicitation process.

6. Coordinate with Target's Counsel on CMA Disclosure. The deal team should coordinate with Ridgeway Phelps & Sato LLP (Catherine Answorth, partner representing Cloudium Technologies plc as target's counsel) regarding any public disclosure requirements related to the CMA clearance, including the potential inclusion of the CMA clearance as a material development in the proxy statement or in a supplemental filing (Form 8-K or otherwise) with the SEC. Given that the CMA's published decision summary is a public document, and given that the receipt of regulatory clearance is a material development in the context of the pending merger, appropriate disclosure should be coordinated in a timely manner.

X. Document Retention and Confidentiality

This memorandum is privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in the course of its representation of Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP in connection with the proposed acquisition of Cloudium Technologies plc. This memorandum is protected by the attorney-client privilege and the work-product doctrine, and its distribution should be limited to the addressees and copy recipients identified above. Any further distribution of this memorandum requires the prior written approval of Elaine Forsythe or Harrison Wexford.

All CMA filing materials, including the Merger Notice Form, the supplemental information request response, all correspondence with the CMA, internal drafts and working papers, and the published and confidential versions of the CMA Phase 1 decision, should be maintained in the document management system under Matter No. 1041-00003. These materials should be retained in accordance with Calderwood & Harkness LLP's standard document retention policies and the specific retention requirements applicable to antitrust and competition proceedings.

The CMA's published decision summary is a public document and is available on the CMA's website. However, the confidential versions of the Merger Notice Form and the supplemental information request response contain commercially sensitive information — including detailed market share data, internal competitive analyses, pricing information, customer data, and strategic planning documents — that was submitted to the CMA under confidentiality protections. These confidential materials should not be shared outside the deal team or disclosed to any third party without the prior written approval of Elaine Forsythe, Harrison Wexford, or Marcus Elliston.

Should you have any questions regarding the CMA's decision, the implications for the transaction timeline, or any of the matters discussed in this memorandum, please do not hesitate to contact me directly.

Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP

1601 K Street NW Washington, DC 20006

One Bartholomew Close London EC1A 7BL

Tel: +1 (202) 555-0147 / +44 (0)20 7555 0294

Email: eforsythe@calderwoodharkness.com

PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of the addressees and copy recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.

Metric	Amount
LTM Revenue (FYE September 30, 2023)	$1,620,000,000
LTM EBITDA (FYE September 30, 2023)	$405,000,000
Annual Recurring Revenue (ARR) (as of December 31, 2023)	$1,740,000,000
Jurisdiction / Regime	Filing Status	Clearance Status	Notes
HSR Act (US)	Filed February 9, 2024	Cleared March 11, 2024 — initial 30-day waiting period expired; no Second Request issued	Clearance obtained
CMA (UK)	Filed February 12, 2024	Cleared April 3, 2024 — Phase 1 unconditional clearance; no Phase 2 reference	Clearance obtained
EU Merger Regulation	Not filed	N/A — no filing required	Cloudium EU revenues below EU Merger Regulation turnover thresholds (both Community-wide and two-thirds tests); per C&H memo dated December 3, 2023
EU Foreign Subsidies Regulation (FSR)	Not triggered	N/A — no notification required	FSR notification thresholds not triggered; per C&H memo dated December 3, 2023
German FDI Screening (AWV)	No notification obligation	N/A — no filing required	Cloudium Solutions GmbH (Berlin, approx. 400 employees, DACH sales and customer success) does not operate in a sensitive sector within the meaning of the AWV; per C&H memo dated December 8, 2023
Indian FDI / CCI	No CCI filing required; no FDI approval required	N/A — no filing required	Cloudium Technologies India Pvt. Ltd. (Bangalore, approx. 2,400 employees, R&D and support) — CCI filing not required based on turnover; FDI approval not required for downstream change of control; per C&H memo dated December 10, 2023
CFIUS (US)	Voluntary notice not submitted	N/A — no filing made	No identified national-security nexus; Cloudium does not constitute a TID U.S. business and does not hold covered real estate; per C&H memo dated November 30, 2023

MEMORANDUM
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT
FROM: Elaine Forsythe, Specialist Partner, Antitrust & Competition, Calderwood & Harkness LLP
TO: Harrison Wexford (Responsible Partner, M&A); Tiffany Rosenthal (Lead Associate, M&A); Marcus Elliston (Founder & Managing Partner, Solara Digital Infrastructure LP); Priya Narasimhan (Co-Managing Partner & CIO, Solara Digital Infrastructure LP)
CC: Beatrice Holloway (Billing Partner, M&A); Andrew Fitzpatrick (Working Associate, M&A); Fiona McAllister (Lead Partner, UK Competition, Albright & Kerr LLP)
DATE: April 3, 2024
RE: CMA Phase 1 Clearance Decision — Acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP — CMA Case No. ME/7184/24
MATTER NO.: 1041-00003
I. Executive Summary
The purpose of this memorandum is to inform the Solara deal team that the United Kingdom Competition and Markets Authority (the "CMA") has today, April 3, 2024, issued its Phase 1 decision granting unconditional clearance to the proposed acquisition of Cloudium Technologies plc ("Cloudium" or the "Target") by Solara Digital Infrastructure Fund VI LP ("Fund VI"), acting through its wholly owned acquisition subsidiary, Stratos Merger Sub Inc. ("Merger Sub"). The CMA decision was published under Case No. ME/7184/24.
The CMA's decision constitutes an unconditional clearance of the proposed transaction. Critically, the CMA has not required any undertakings in lieu of a reference to Phase 2, nor has it referred the transaction for an in-depth Phase 2 investigation. The decision reflects the CMA's conclusion that the merger does not give rise to a realistic prospect of a substantial lessening of competition ("SLC") in any market in the United Kingdom.
This clearance satisfies the UK regulatory condition precedent to closing under the Agreement and Plan of Merger, dated as of January 22, 2024, by and among Cloudium Technologies plc, Solara Digital Infrastructure Fund VI LP, and Stratos Merger Sub Inc. (the "Merger Agreement"). When combined with the clearance obtained under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), on March 11, 2024 — when the initial thirty-day waiting period expired without the issuance of a Second Request by the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice — all antitrust and competition regulatory conditions to closing under the Merger Agreement have now been fully satisfied.
For the avoidance of doubt, no other competition or merger control filings were required in connection with this transaction. The transaction did not meet the jurisdictional turnover thresholds under the European Union Merger Regulation (Council Regulation (EC) No. 139/2004), and no filing was required with the European Commission. No German foreign direct investment obligation arose under the German Foreign Trade and Payments Ordinance (Außenwirtschaftsverordnung, "AWV"). No filing was required with the Competition Commission of India (the "CCI"). A voluntary notice under the Committee on Foreign Investment in the United States ("CFIUS") review process was assessed and determined to be unnecessary following an internal evaluation that identified no national-security nexus warranting a voluntary submission. Each of these determinations is discussed in greater detail in Section VII below and in prior Calderwood & Harkness LLP ("C&H") memoranda previously circulated to the deal team.
The transaction now proceeds to the remaining closing conditions, principally the stockholder approval vote scheduled for May 20, 2024, and remains on track for closing by or around the outside date of June 30, 2024.
II. Background on the Transaction
Transaction Structure. The proposed transaction is structured as a reverse triangular merger effected under the General Corporation Law of the State of Delaware (the "DGCL"). Under the terms of the Merger Agreement, Merger Sub — a Delaware corporation and a direct, wholly owned subsidiary of Fund VI formed solely for purposes of the transaction — will merge with and into Cloudium Technologies plc, with Cloudium surviving the merger as a wholly owned subsidiary of Fund VI. Cloudium Technologies plc is a public limited company incorporated under the laws of England and Wales (Company No. 09734521) and is listed on the Nasdaq Global Select Market under the ticker symbol "CLDM."
Deal Value. The aggregate transaction value is approximately $6,800,000,000 (six billion eight hundred million U.S. dollars), representing a per-share merger consideration of approximately $36.92 payable in cash for each of the approximately 184,200,000 shares of Cloudium common stock outstanding as of the date of the Merger Agreement. The per-share merger consideration represents a premium of approximately 32% over the undisturbed thirty-day volume-weighted average price of Cloudium common stock as of January 19, 2024, the last trading day prior to the public announcement of the transaction.
Merger Agreement. The Merger Agreement was executed on January 22, 2024, and was publicly announced on the morning of January 23, 2024, via a joint press release issued by Solara and Cloudium together with the filing of a Current Report on Form 8-K by Cloudium with the U.S. Securities and Exchange Commission.
Buyer. The buyer is Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership. Fund VI is a vintage 2022 private equity fund with approximately $12.4 billion in committed capital. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. The ultimate parent of Fund VI is Solara Digital Infrastructure LP, a Delaware limited partnership, which serves as the platform investment manager for the Solara family of digital infrastructure-focused private equity funds. Solara Digital Infrastructure LP is led by Marcus Elliston, Founder and Managing Partner, and Priya Narasimhan, Co-Managing Partner and Chief Investment Officer.
Target. Cloudium Technologies plc is a leading provider of cloud-native enterprise resource planning ("ERP"), customer relationship management ("CRM"), and business-intelligence ("BI") software-as-a-service ("SaaS") solutions. Cloudium serves mid-market and enterprise customers across a range of industries, including financial services, healthcare, retail, manufacturing, and professional services. The company employs approximately 6,800 employees globally, distributed across operations in the United States, the United Kingdom, India, and Germany.
Key Financial Metrics
As of the most recently reported fiscal year ended September 30, 2023 ("FYE 2023"), Cloudium's last-twelve-months ("LTM") financial results were as follows:
The implied transaction multiples are approximately 4.2x LTM Revenue, 16.8x LTM EBITDA, and 3.9x forward ARR.
Key Rollover Equity Participants
Two significant existing equity holders have entered into Rollover Equity Agreements providing for the rollover of a portion of their existing equity interests into the surviving entity:
• Jonathan Hargrove, Chief Executive Officer of Cloudium, holds approximately 4.2% of outstanding Cloudium common stock and has agreed to roll over 50% of his equity position into the post-closing equity structure of the surviving entity.
• Pinnacle Growth Ventures LLC, a growth-equity fund and early institutional investor in Cloudium, holds approximately 11.6% of outstanding Cloudium common stock and has agreed to roll over 60% of its equity position.
The rollover equity agreements, together with the Voting/Support Agreements discussed in Section VI below, represent a meaningful commitment from key stakeholders and are expected to facilitate both the stockholder approval process and the long-term strategic alignment of management with Fund VI's value-creation plan for Cloudium.
III. UK Nexus and Jurisdictional Basis for CMA Review
Cloudium's UK Operations
Cloudium Technologies plc maintains material operations in the United Kingdom through its wholly owned subsidiary, Cloudium Technologies UK Ltd. (Company No. 11287456), registered at 45 Broadwick Street, London W1F 0DB. Cloudium Technologies UK Ltd. is a private limited company incorporated under the laws of England and Wales and serves as the principal entity for Cloudium's UK and European customer-facing operations, including sales, marketing, customer success, professional services, and a portion of its product development activities.
Cloudium's UK operations are substantial. The company employs approximately 1,200 employees across offices in London (which serves as the UK and EMEA regional headquarters) and Manchester (which houses a significant product engineering and customer support center). Cloudium's UK employee base represents approximately 17.6% of its total global headcount of approximately 6,800 employees.
UK Revenue. For the fiscal year ended September 30, 2023, Cloudium Technologies UK Ltd. generated revenues of approximately £312,000,000 (approximately $390,000,000 at an exchange rate of $1.25 per £1.00 sterling). This revenue was derived from subscription SaaS licensing, professional services, and related support and maintenance services provided to UK-based customers and, to a lesser extent, customers domiciled in other European markets who are served from the UK entity.
CMA Jurisdictional Tests
The CMA's jurisdiction to review mergers arises where a transaction constitutes a "relevant merger situation" within the meaning of the Enterprise Act 2002 (the "EA02"). A relevant merger situation exists where: (a) two or more enterprises have ceased to be distinct, or arrangements are in progress or in contemplation which, if carried into effect, will result in two or more enterprises ceasing to be distinct; and (b) either the turnover test or the share of supply test is satisfied.
Turnover Test. Under Section 23(1)(b) of the EA02, the turnover test is satisfied where the value of the turnover in the United Kingdom of the enterprise being taken over exceeds £70 million. In this case, Cloudium Technologies UK Ltd.'s UK turnover of £312,000,000 for FYE 2023 substantially exceeded the £70 million threshold. The turnover test was therefore clearly and unambiguously met.
Share of Supply Test. In addition, as discussed in the CMA's analysis of the frame of reference (see Section V.C below), the share-of-supply test under Section 23(2)–(4) of the EA02 was potentially satisfied in certain cloud ERP product categories in the UK, where Cloudium's estimated share of supply in the UK was approximately 8–12% depending on market definition. However, given that the turnover test was clearly met, the share-of-supply test was not necessary to establish jurisdiction.
Voluntary Filing. The United Kingdom operates a voluntary merger notification regime — that is, parties are not legally required to notify the CMA of a qualifying merger, but the CMA retains the power to investigate completed or anticipated mergers on its own initiative. Notwithstanding the voluntary nature of the regime, and consistent with standard practice for transactions of this scale with a significant UK nexus, Solara elected to file a proactive voluntary notification with the CMA. This decision served two purposes: (i) to obtain formal clearance before closing and thereby provide certainty to the parties and their stakeholders; and (ii) to satisfy the regulatory condition precedent in the Merger Agreement, which specifically required that CMA clearance (or expiration of applicable review periods without a reference to Phase 2) be obtained as a condition to the parties' obligations to consummate the closing.
IV. CMA Filing Process and Timeline
The CMA filing process proceeded on a timeline consistent with or slightly shorter than a standard Phase 1 review. The key dates and milestones are summarized below:
February 5, 2024 — Draft CMA Merger Notice Prepared. Calderwood & Harkness LLP (Elaine Forsythe, Specialist Partner, Antitrust & Competition, based in the firm's Washington, DC and London offices) prepared the initial draft of the CMA Merger Notice Form in coordination with Albright & Kerr LLP (Fiona McAllister, Lead Partner, UK Competition, 5 New Street Square, London EC4A 3TW), serving as buyer's UK regulatory counsel. The draft Merger Notice was reviewed by the broader deal team, including representatives of Solara and Cloudium's management, to ensure the accuracy and completeness of the factual submissions regarding Cloudium's UK operations, competitive positioning, and market data.
February 12, 2024 — Final Merger Notice Submitted. The final Merger Notice Form was submitted to the CMA on February 12, 2024. The CMA acknowledged receipt and assigned Case No. ME/7184/24 to the transaction. The submission of the Merger Notice triggered the commencement of the CMA's formal Phase 1 review period.
March 1, 2024 — Response to Supplemental CMA Information Request. During the course of its Phase 1 review, the CMA issued a supplemental information request seeking additional data and documentary evidence regarding overlapping product markets in the UK cloud ERP segment. Specifically, the CMA's questions focused on the definition and boundaries of the relevant product market, Cloudium's market shares under various methodologies, the competitive landscape (including the identities and market positions of Cloudium's principal competitors in the UK), customer switching costs and barriers to switching between cloud ERP providers, and the degree to which on-premise legacy ERP solutions exert a competitive constraint on cloud-native SaaS offerings. The response to this supplemental information request was prepared jointly by C&H and Albright & Kerr and submitted to the CMA on March 1, 2024. The response was accompanied by supporting exhibits, including third-party market sizing data, internal Cloudium competitive intelligence analyses, and anonymized customer survey data.
April 3, 2024 — CMA Phase 1 Decision Issued. The CMA issued its Phase 1 decision on April 3, 2024, granting unconditional clearance to the proposed acquisition. The decision was published on the CMA's case page in both a public summary version and a confidential version containing commercially sensitive information provided in the Merger Notice and supplemental submissions.
Total Review Period. The elapsed time from submission of the Merger Notice (February 12, 2024) to the issuance of the Phase 1 decision (April 3, 2024) was approximately 51 calendar days. This is within the CMA's standard Phase 1 review period of 40 working days (which typically equates to approximately 8 calendar weeks, or 56 calendar days), inclusive of adjustments to account for the time required for the parties to respond to the supplemental information request.
The review proceeded smoothly, and at no point during the Phase 1 review did the CMA indicate that it was considering referring the transaction to Phase 2 or that it was contemplating requiring undertakings in lieu of a reference. The CMA's case team was professional and efficient throughout the process, and the deal team's prompt and thorough responses to the CMA's supplemental inquiries contributed to the orderly progression of the review.
V. Summary of CMA Phase 1 Analysis and Decision
The following is a summary of the principal elements of the CMA's Phase 1 analysis and decision, based on our review of the published decision and our engagement with the CMA's case team throughout the review process.
A. Relevant Merger Situation
The CMA confirmed that the transaction constitutes a "relevant merger situation" within the meaning of Sections 22 and 23 of the Enterprise Act 2002. In reaching this conclusion, the CMA considered the following:
Two or More Enterprises Ceasing to Be Distinct. The CMA confirmed that the proposed transaction will result in two or more enterprises ceasing to be distinct. Specifically, Solara Digital Infrastructure Fund VI LP (via its wholly owned subsidiary, Stratos Merger Sub Inc.) will acquire sole control of Cloudium Technologies plc, including all of Cloudium's subsidiaries and business operations, including its UK subsidiary, Cloudium Technologies UK Ltd. Prior to the transaction, Solara and Cloudium are independent entities that operate as separate enterprises. The completion of the reverse triangular merger will result in Cloudium becoming a wholly owned subsidiary of Fund VI, thereby causing the enterprises to cease to be distinct.
Turnover Test Satisfied. As discussed in Section III above, the CMA confirmed that the turnover test under Section 23(1)(b) of the EA02 was satisfied. Cloudium Technologies UK Ltd. generated UK turnover of approximately £312,000,000 for the fiscal year ended September 30, 2023, which substantially exceeds the statutory threshold of £70 million. The CMA did not need to rely upon the share-of-supply test to establish jurisdiction, though it noted that this test was also potentially satisfied in certain product categories.
Accordingly, the CMA was satisfied that it had jurisdiction to review the anticipated merger.
B. Counterfactual. The CMA assessed the appropriate counterfactual against which to evaluate the competitive effects of the proposed merger. In line with its standard practice in Phase 1 reviews, the CMA adopted the pre-merger conditions of competition as the relevant counterfactual — that is, the CMA assessed what the competitive landscape would look like absent the proposed acquisition, with Cloudium continuing to operate as a standalone publicly listed company on the Nasdaq Global Select Market.
In selecting this counterfactual, the CMA considered whether there was evidence of any alternative buyer or competing bid for Cloudium that might have constituted a more appropriate counterfactual scenario. The CMA did not identify any alternative buyer or competing bid in the market at the time of its review. This is consistent with the terms of the Merger Agreement, which includes a customary no-shop provision that became effective upon signing on January 22, 2024, subject to a fiduciary-out exception permitting the Cloudium board of directors to respond to unsolicited superior proposals in the exercise of its fiduciary duties. As of the date of the CMA's decision, no superior proposal had been received by Cloudium, and the Cloudium board had not made any determination that an alternative transaction constituted or was reasonably expected to lead to a superior proposal.
The CMA did not consider any exiting-firm or failing-firm counterfactual, as there was no evidence suggesting that Cloudium was a failing firm or that its competitive position was likely to deteriorate materially absent the merger.
C. Frame of Reference (Market Definition)
The CMA assessed the relevant frame of reference — encompassing both the product and geographic dimensions — for purposes of evaluating the competitive effects of the proposed merger.
Product Market. The CMA identified the following product areas in which Cloudium is active and in which potential competitive overlaps could arise:
(i) Cloud-native enterprise resource planning (ERP) software — including financial management, supply chain management, human capital management, and related planning and execution modules delivered via cloud-native SaaS platforms;
(ii) Customer relationship management (CRM) software — including sales force automation, marketing automation, customer service management, and related customer engagement solutions delivered via cloud-native SaaS platforms; and
(iii) Business intelligence (BI) and data analytics SaaS solutions — including reporting, dashboarding, advanced analytics, and data visualization tools integrated with or complementary to ERP and CRM platforms.
The CMA noted a meaningful distinction between traditional on-premise enterprise software solutions and cloud-based (and in particular cloud-native) SaaS solutions, observing that the competitive dynamics, pricing models, customer acquisition and retention characteristics, and barriers to entry differ substantially between these two categories. The CMA focused its assessment on the cloud-native SaaS segment, which is the segment in which Cloudium operates.
The CMA further considered whether it would be appropriate to segment the product market by customer size — in particular, distinguishing between solutions designed for and marketed to mid-market customers (typically defined as organizations with approximately 100 to 1,000 employees or annual revenues in the range of $10 million to $1 billion) and solutions designed for large enterprise customers. The CMA acknowledged that there are observable differences in the competitive landscape across these customer segments, including differences in the identity of leading competitors, the complexity and customization requirements of software deployments, the length of sales cycles, and the magnitude of customer switching costs. However, the CMA ultimately concluded that the precise delineation of the product market could be left open, as the outcome of the competitive assessment did not turn on the exact boundaries of the product market. Under any plausible product market definition, the CMA's analysis did not identify a realistic prospect of an SLC.
Geographic Market. The CMA assessed the United Kingdom as the relevant geographic frame of reference for purposes of its competitive assessment, consistent with its standard practice of focusing on competitive conditions within the UK. At the same time, the CMA acknowledged that the markets for cloud ERP, CRM, and BI SaaS solutions have a global, or at a minimum European Economic Area-wide ("EEA-wide"), dimension, given that cloud-native SaaS products are delivered over the internet and are generally available to customers regardless of geographic location. The CMA noted that many of Cloudium's competitors serve customers globally from centralized or regionally distributed operations, and that customer purchasing decisions in the UK are influenced by the global competitive landscape. The CMA nonetheless assessed competitive conditions in the UK specifically, on the basis that UK customers may have particular requirements (including regulatory compliance, data residency, and language and localization considerations) that could affect the competitive dynamics in the UK.
D. Competitive Assessment — Horizontal Effects
The CMA examined whether the proposed merger would give rise to a substantial lessening of competition on a horizontal basis — that is, whether the merger would reduce competition between firms that are actual or potential competitors in the same relevant market.
Solara as a Financial Sponsor. A threshold consideration in the CMA's horizontal analysis was the characterization of the acquirer. Solara Digital Infrastructure Fund VI LP is a financial sponsor — a private equity fund — rather than an operating company with its own revenue-generating business in the relevant markets. As such, the CMA did not assess whether Solara itself competes with Cloudium in the provision of cloud ERP, CRM, or BI SaaS solutions. Instead, the CMA assessed whether any of Solara's existing portfolio companies — across the full range of funds managed by Solara Digital Infrastructure LP, specifically Funds IV, V, and VI — engage in activities that overlap with or compete against Cloudium's business in the relevant markets in the UK.
Portfolio Company Overlap Analysis. At the time of the CMA's review, Solara's portfolio encompassed fourteen (14) platform investments across Funds IV through VI. These portfolio companies operate across a range of segments within the digital infrastructure ecosystem, including cloud computing infrastructure, managed hosting services, cybersecurity, network connectivity, data analytics, and related technology-enabled services. The CMA examined each of these portfolio companies to determine whether any of them has material competitive overlap with Cloudium in the UK cloud ERP, CRM, or BI SaaS markets.
The CMA concluded that none of Solara's existing portfolio companies has a material competitive overlap with Cloudium in any of the relevant product markets in the UK. The CMA noted that while certain Solara portfolio companies operate in the broader enterprise technology sector, their specific products and services — including cloud infrastructure, managed services, and cybersecurity solutions — are complementary to, rather than competitive with, Cloudium's cloud-native ERP, CRM, and BI SaaS offerings. The CMA further noted that even on the broadest possible definition of "enterprise software" or "enterprise technology solutions," the overlaps between Solara's portfolio and Cloudium's business were de minimis and did not give rise to any horizontal competition concerns.
Cloudium's Market Position. The CMA assessed Cloudium's share of supply in the UK cloud ERP market and estimated it at approximately 8–12%, depending on the precise market definition and the methodology used to calculate market shares (e.g., by revenue, by number of customers, or by number of active licenses/subscriptions). Importantly, because Solara is a financial sponsor without a directly competing portfolio company in the relevant markets, the proposed transaction does not result in any increment to the combined entity's share of supply. The transaction is a change of ownership and control, not a combination of competing businesses.
Competitive Landscape. The CMA found that the UK cloud ERP, CRM, and BI SaaS markets are characterized by a fragmented competitive landscape with multiple established competitors and a significant number of new entrants and emerging challengers. The CMA identified a range of competitors that exert meaningful competitive constraints on Cloudium in the UK, including large global platforms with comprehensive enterprise software suites, specialized cloud-native ERP providers focused on particular industry verticals or customer segments, and innovative challengers leveraging next-generation technologies (including artificial intelligence and machine learning) to differentiate their offerings. The CMA did not identify any evidence suggesting that the proposed transaction would eliminate a significant competitive constraint or reduce competition in a market that is already concentrated.
Accordingly, the CMA concluded that the proposed merger does not give rise to a realistic prospect of a substantial lessening of competition on a horizontal basis.
E. Competitive Assessment — Vertical and Conglomerate Effects
The CMA also briefly considered whether the proposed transaction could give rise to a substantial lessening of competition on a vertical or conglomerate basis.
Vertical Effects. The CMA examined whether the transaction could create or strengthen any vertical relationships between Cloudium and Solara's portfolio companies that could lead to input or customer foreclosure. In particular, the CMA considered whether any of Solara's portfolio companies in the cloud infrastructure, data analytics, or related segments provide critical inputs to Cloudium (Upstream vertical relationship), or whether Cloudium is an important customer or distribution channel for any of Solara's portfolio companies (downstream vertical relationship).
The CMA found no material vertical relationship between Cloudium and any of Solara's portfolio companies. Cloudium does not depend on Solara portfolio companies for any critical inputs to its business — including cloud hosting, data storage, network connectivity, or cybersecurity services — and, conversely, Solara's portfolio companies do not depend on Cloudium as a material customer or channel partner. The CMA concluded that there was no realistic prospect of input foreclosure or customer foreclosure arising from the transaction.
Conglomerate Effects. The CMA also considered whether the transaction could give rise to conglomerate effects — specifically, whether Solara (through its portfolio companies) or Cloudium could leverage the combination to bundle or tie products in a manner that would foreclose or disadvantage competitors. The CMA found that there was no ability or incentive for such bundling or leveraging. Solara's portfolio companies and Cloudium operate in related but distinct segments of the enterprise technology ecosystem, and the CMA did not identify any realistic mechanism by which the combined entity could leverage its position in one segment to foreclose competition in another.
The CMA therefore concluded that the proposed merger does not give rise to a realistic prospect of a substantial lessening of competition on vertical or conglomerate grounds.
F. Decision. In light of the foregoing analysis, the CMA concluded that the proposed acquisition of Cloudium Technologies plc by Solara Digital Infrastructure Fund VI LP does not give rise to a realistic prospect of a substantial lessening of competition in any market in the United Kingdom.
The CMA's decision constitutes a Phase 1 unconditional clearance. The key parameters of the decision are as follows:
• No undertakings in lieu of a reference to Phase 2 were required or offered.
• No reference to Phase 2 for an in-depth investigation was made.
• No conditions, commitments, or monitoring obligations were imposed.
• The clearance is final and not subject to any time-limited conditions or reporting requirements.
The decision was published on the CMA's website on April 3, 2024, and a copy of the public summary has been provided to the deal team under separate cover.
VI. Implications for Transaction Timeline and Closing Conditions
Satisfaction of UK Regulatory Condition
The CMA's unconditional clearance decision satisfies the UK regulatory condition precedent to closing under the Merger Agreement. Specifically, Section 7.1(b) of the Merger Agreement (the regulatory condition provision) requires, as a condition to each party's obligation to consummate the closing, that all required antitrust and competition regulatory approvals and clearances shall have been obtained or the applicable waiting periods shall have expired or been terminated. The CMA Phase 1 unconditional clearance granted on April 3, 2024, constitutes the required clearance under UK competition law and fully satisfies this condition insofar as it relates to the United Kingdom.
All Antitrust / Competition Conditions Now Satisfied
When combined with the HSR Act clearance obtained on March 11, 2024 — when the initial thirty-day waiting period expired without the issuance of a Second Request — all antitrust and competition regulatory conditions to closing under the Merger Agreement have now been fully satisfied. As discussed in Section VII below, no other antitrust or competition filings were required in connection with the transaction.
Remaining Closing Conditions
As of the date of this memorandum, the following principal closing conditions remain outstanding:
1. Stockholder Approval. The Merger Agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Cloudium common stock entitled to vote at a duly convened special meeting of stockholders. The special meeting of Cloudium stockholders is currently scheduled to be held on May 20, 2024. The definitive proxy statement (Definitive Schedule 14A) is expected to be filed with the SEC on or about April 15, 2024, following the incorporation of C&H's comments on the preliminary proxy statement provided on March 25, 2024. Voting/Support Agreements have been executed by Jonathan Hargrove (approximately 4.2% of outstanding shares) and Pinnacle Growth Ventures LLC (approximately 11.6% of outstanding shares), pursuant to which each has committed to vote all of its shares in favor of the merger at the special meeting, subject to customary exceptions and fiduciary-out provisions. Together, these committed votes represent approximately 15.8% of outstanding shares. Blackthorn Proxy Advisors LLC has been retained by Cloudium as the proxy solicitor and is coordinating the stockholder outreach and solicitation campaign.
2. Absence of Legal Impediment. The Merger Agreement requires, as a condition to closing, that no governmental authority shall have enacted, issued, promulgated, enforced, or entered any order, injunction, judgment, decree, or law that is then in effect and that has the effect of making the merger illegal or otherwise prohibiting the consummation of the merger.
3. Bring-Down of Representations and Warranties. Each party's representations and warranties must be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) as of the closing date, with such exceptions as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the applicable party.
4. Compliance with Covenants. Each party must have complied in all material respects with its respective covenants and agreements contained in the Merger Agreement.
5. Customary Closing Deliverables. The parties must deliver customary closing deliverables, including officer's certificates, good standing certificates, legal opinions, and the certificates required to evidence the merger under the DGCL and the Companies Act 2006.
Outside Date and Timeline Assessment
The Merger Agreement provides for a scheduled outside date (the "Outside Date") of June 30, 2024, after which either party may terminate the Merger Agreement if the closing has not occurred, subject to customary exceptions for a party whose breach of the Merger Agreement caused or resulted in the failure of the closing to occur by such date.
Based on the current status of the transaction, including the satisfaction of all antitrust and competition regulatory conditions, the scheduled stockholder meeting on May 20, 2024, and the absence of any known legal impediment or other condition that is not expected to be satisfied in due course, it is our assessment that the transaction remains on track for closing by or around the Outside Date, subject to the successful completion of the stockholder vote and the satisfaction of remaining customary conditions. We are not aware of any circumstances that would necessitate an extension of the Outside Date at this time.
VII. Other Regulatory Clearances — Status Summary
Set forth below is a summary of the status of all antitrust, competition, foreign direct investment, and national security regulatory clearances assessed in connection with the transaction. This summary is based on the jurisdictional assessments prepared by C&H and previously circulated to the deal team.
All antitrust and competition regulatory conditions to closing have been fully satisfied.
VIII. Coordination with UK Counsel
Albright & Kerr LLP (Fiona McAllister, Lead Partner, UK Competition; 5 New Street Square, London EC4A 3TW) has served as buyer's UK regulatory counsel throughout the CMA notification process. Albright & Kerr is a leading UK law firm with deep expertise in UK competition law and CMA merger control proceedings, and their involvement was instrumental in ensuring the smooth and efficient processing of the CMA review.
Albright & Kerr's role included the following:
• Merger Notice Preparation. Albright & Kerr coordinated with C&H's London office (One Bartholomew Close, London EC1A 7BL) and the Washington, DC antitrust team led by Elaine Forsythe on the preparation and finalization of the CMA Merger Notice Form, including the drafting of the competitive assessment sections, the compilation of supporting exhibits and annexes, and the preparation of confidentiality ring arrangements for commercially sensitive data.
• Supplemental Information Request. Albright & Kerr played a central role in coordinating the response to the CMA's supplemental information request dated February 23, 2024, including the collection and analysis of additional market data, the preparation of supplemental submissions addressing the CMA's specific questions regarding overlapping product markets in UK cloud ERP, and the coordination of internal data requests to Cloudium's management team (through the parties' agreed information-sharing protocol).
• Ongoing CMA Engagement. Albright & Kerr maintained regular contact with the CMA's case team throughout the Phase 1 review period, including participating in state-of-play calls and managing procedural communications with the CMA on behalf of the buyer.
Fiona McAllister of Albright & Kerr has confirmed receipt of the CMA's published Phase 1 decision and has reviewed a draft of this memorandum. She concurs with the summary of the CMA's analysis and decision set forth herein and has no additional observations to contribute at this time. Albright & Kerr's engagement on the CMA workstream is now effectively complete, subject to the retention of files and documents in accordance with the document retention protocols discussed in Section X below.
IX. Recommended Next Steps
In light of the CMA's Phase 1 unconditional clearance, we recommend the following next steps:
1. Update Regulatory Conditions Tracker. The deal team should update the Regulatory Conditions Tracker to reflect CMA unconditional clearance obtained April 3, 2024, under CMA Case No. ME/7184/24. The tracker should confirm that all antitrust and competition regulatory conditions under the Merger Agreement have been fully satisfied.
2. Confirm Satisfaction of Regulatory Conditions with M&A Deal Team. Harrison Wexford, as responsible partner on the M&A engagement, and the broader M&A deal team should be formally notified that the regulatory conditions under Section 7.1(b) of the Merger Agreement (or the equivalent regulatory condition provision) are fully satisfied. No further antitrust or competition approvals are required to proceed to closing.
3. No Further Action Required on CMA Workstream. No further action is required with respect to the CMA. The Phase 1 unconditional clearance does not impose any conditions, commitments, or ongoing monitoring obligations. There are no remedies to implement, no compliance reporting requirements, and no hold-separate obligations. The CMA workstream is closed.
4. Focus on Stockholder Approval Process. The transaction's critical path now runs through the stockholder approval process. The key milestones are as follows:
(a) Cloudium's Definitive Proxy Statement (Definitive Schedule 14A) is expected to be filed with the SEC on or about April 15, 2024. C&H previously provided comments on the preliminary proxy statement (Preliminary Schedule 14A) on March 25, 2024, and those comments have been incorporated into the drafting process.
(b) Blackthorn Proxy Advisors LLC has been retained by Cloudium as the proxy solicitor and is leading the stockholder outreach and solicitation effort. The deal team should coordinate with Blackthorn and Cloudium's investor relations team to monitor voting sentiment and ensure adequate engagement with institutional stockholders.
(c) The special meeting of Cloudium stockholders is scheduled for May 20, 2024. The merger requires the affirmative vote of holders of a majority of the outstanding shares entitled to vote. The deal team should continue to monitor the voting commitment status under the existing Voting/Support Agreements and assess whether additional stockholder engagement is necessary.
5. Continue Monitoring for Legal Impediments. The deal team should continue to monitor for any third-party challenges, governmental actions, legislative developments, or court orders that could create a legal impediment to closing. While no such impediments have been identified to date, and we consider the risk of such developments to be low, ongoing vigilance is appropriate. In particular, the deal team should monitor for any stockholder litigation challenging the merger or the proxy solicitation process.
6. Coordinate with Target's Counsel on CMA Disclosure. The deal team should coordinate with Ridgeway Phelps & Sato LLP (Catherine Answorth, partner representing Cloudium Technologies plc as target's counsel) regarding any public disclosure requirements related to the CMA clearance, including the potential inclusion of the CMA clearance as a material development in the proxy statement or in a supplemental filing (Form 8-K or otherwise) with the SEC. Given that the CMA's published decision summary is a public document, and given that the receipt of regulatory clearance is a material development in the context of the pending merger, appropriate disclosure should be coordinated in a timely manner.
X. Document Retention and Confidentiality
This memorandum is privileged and confidential attorney work product prepared by Calderwood & Harkness LLP in the course of its representation of Solara Digital Infrastructure LP and Solara Digital Infrastructure Fund VI LP in connection with the proposed acquisition of Cloudium Technologies plc. This memorandum is protected by the attorney-client privilege and the work-product doctrine, and its distribution should be limited to the addressees and copy recipients identified above. Any further distribution of this memorandum requires the prior written approval of Elaine Forsythe or Harrison Wexford.
All CMA filing materials, including the Merger Notice Form, the supplemental information request response, all correspondence with the CMA, internal drafts and working papers, and the published and confidential versions of the CMA Phase 1 decision, should be maintained in the document management system under Matter No. 1041-00003. These materials should be retained in accordance with Calderwood & Harkness LLP's standard document retention policies and the specific retention requirements applicable to antitrust and competition proceedings.
The CMA's published decision summary is a public document and is available on the CMA's website. However, the confidential versions of the Merger Notice Form and the supplemental information request response contain commercially sensitive information — including detailed market share data, internal competitive analyses, pricing information, customer data, and strategic planning documents — that was submitted to the CMA under confidentiality protections. These confidential materials should not be shared outside the deal team or disclosed to any third party without the prior written approval of Elaine Forsythe, Harrison Wexford, or Marcus Elliston.
Should you have any questions regarding the CMA's decision, the implications for the transaction timeline, or any of the matters discussed in this memorandum, please do not hesitate to contact me directly.
Elaine Forsythe Specialist Partner, Antitrust & Competition Calderwood & Harkness LLP
1601 K Street NW Washington, DC 20006
One Bartholomew Close London EC1A 7BL
Tel: +1 (202) 555-0147 / +44 (0)20 7555 0294
Email: eforsythe@calderwoodharkness.com
PRIVILEGED & CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work-product doctrine. It is intended solely for the use of the addressees and copy recipients identified herein. Any unauthorized review, use, disclosure, or distribution is prohibited. If you have received this memorandum in error, please notify the sender immediately and destroy all copies.
Metric | Amount
LTM Revenue (FYE September 30, 2023) | $1,620,000,000
LTM EBITDA (FYE September 30, 2023) | $405,000,000
Annual Recurring Revenue (ARR) (as of December 31, 2023) | $1,740,000,000
Jurisdiction / Regime | Filing Status | Clearance Status | Notes
HSR Act (US) | Filed February 9, 2024 | Cleared March 11, 2024 — initial 30-day waiting period expired; no Second Request issued | Clearance obtained
CMA (UK) | Filed February 12, 2024 | Cleared April 3, 2024 — Phase 1 unconditional clearance; no Phase 2 reference | Clearance obtained
EU Merger Regulation | Not filed | N/A — no filing required | Cloudium EU revenues below EU Merger Regulation turnover thresholds (both Community-wide and two-thirds tests); per C&H memo dated December 3, 2023
EU Foreign Subsidies Regulation (FSR) | Not triggered | N/A — no notification required | FSR notification thresholds not triggered; per C&H memo dated December 3, 2023
German FDI Screening (AWV) | No notification obligation | N/A — no filing required | Cloudium Solutions GmbH (Berlin, approx. 400 employees, DACH sales and customer success) does not operate in a sensitive sector within the meaning of the AWV; per C&H memo dated December 8, 2023
Indian FDI / CCI | No CCI filing required; no FDI approval required | N/A — no filing required | Cloudium Technologies India Pvt. Ltd. (Bangalore, approx. 2,400 employees, R&D and support) — CCI filing not required based on turnover; FDI approval not required for downstream change of control; per C&H memo dated December 10, 2023
CFIUS (US) | Voluntary notice not submitted | N/A — no filing made | No identified national-security nexus; Cloudium does not constitute a TID U.S. business and does not hold covered real estate; per C&H memo dated November 30, 2023

MEMORANDUM

MATTER NO.: 1041-00003

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