Background to and reasons for the Acquisition Sample Clauses

Background to and reasons for the Acquisition. EA believes there is a compelling strategic and financial rationale for the Acquisition because it:

Background to and reasons for the Acquisition. The original business of the TClarke Group was founded in 1889 and provided ‘wires encased in fire-proof materials’ that enabled the electrification for royal palaces including Windsor Castle and St Xxxxx’ Palace. Since then it has developed its product offering across a range of services and sectors to include modern methods of construction, smart buildings and alternative energy solutions. It is now viewed nationally as the contractor of choice for building services across the UK and has a demonstrable track record of delivering growth. This is testament to the leadership of the TClarke Board, the Executives of which will continue to lead TClarke following the Acquisition. Regent has long admired TClarke’s reputation, heritage and its talented pool of employees. Regent knows TClarke well and has closely followed it since it first acquired shares in May 2018. The Acquisition follows Regent’s strategy to focus on areas of structural growth where it aims to obtain a greater presence in attractive segments such as those operated in by TClarke.

Background to and reasons for the Acquisition. The Take-Two Board believes that the combination of Take-Two and Codemasters would bring together two world-class interactive entertainment portfolios, with a highly complementary fit between Take- Two’s 2K label and Codemasters. Given this complementary fit, Take-Two believes that there is a compelling strategic and financial rationale for the Acquisition and expects the combination of Take-Two and Codemasters to deliver a number of benefits to its shareholders.  Take-Two publishes a variety of world-class sports franchises across platforms. Key titles include the NBA 2K series, which continues to be the top-ranked NBA basketball video game, the WWE 2K professional wrestling series, and the PGA Tour 2K golf title. In March 2020, Take-Two announced a multi-year partnership with the National Football League encompassing multiple future non-simulation American football video games that will launch starting in Take-Two’s Fiscal Year ending 31 March 2022.  Take-Two’s publishing capabilities have grown NBA 2K into the top-selling NBA simulation video game. Take-Two’s strategy is to scale these capabilities to a diversified portfolio of sports franchises. Codemasters’ portfolio has clear alignment with Take-Two’s strengths and ambitions: (i) a category leader in racing; (ii) annualised / biennial releases; (iii) in-game live services; and

Background to and reasons for the Acquisition. RBC is strategically focused on evaluating opportunities to grow its wealth management operations in its core markets namely Canada, the United States and Europe. The acquisition of Brewin Dolphin represents an exciting strategic opportunity for RBC to combine RBC WMI, its existing wealth business in the UK and the Channel Islands, with Brewin Dolphin to create a market leader with, on a pro-forma basis, £64 billion of assets under management (“AuM”), a combined annual revenue of £545 million for FY 2021 and approximately 600 client facing professionals as at 31 December 2021. The Acquisition is transformational to RBC WMI in the UK, Ireland and Channel Islands and establishes an attractive platform for further growth. Following the acquisition RBC Wealth Management will have a leadership position in the UK and North America. RBC highly values Brewin Dolphin’s position as a market leading advice focussed wealth manager in the UK and Ireland with a longstanding record of delivering superior client service. RBC is also attracted to Brewin Dolphin’s position within the broader UK wealth sector as one of the foremost asset gatherers in a secular growth and consolidating market and its robust investment performance. RBC will combine the strengths of RBC and Brewin Dolphin, provide additional investment and leverage its global capabilities and banking expertise to extend the range of products and services available to meet clients’ needs at any point in their lives from bespoke to digitally-enabled service delivery. RBC is confident that the excellent strategic fit is supported by complementary client-centric cultures and aligned values that will create an enhanced platform delivering benefits from increased scale and accelerated growth opportunities to all stakeholders. Both businesses place a strong emphasis on integrity and behaviours which support a good organisational culture. The application of these cultural attributes will be key to the continued enhancement of the client and employee propositions.

Background to and reasons for the Acquisition. The Viavi Group is a global leader in communications test and measurement and optical technologies and has a history of successfully executing and integrating acquisitions. Xxxxx has been following the Spirent Group for a number of years and has been impressed with the strategy employed by the Spirent Board and its management team in creating a well-balanced and diversified business with a global presence. Viavi views the Spirent Group as a provider of complementary products and services that address the test, assurance and automation challenges of a new generation of technologies. Based on discussions with Spirent’s senior management team, Viavi and Bidco believe there is a high degree of alignment between the Viavi Group’s and the Spirent Group’s internal cultural identities and a shared understanding of how people work together to execute the business strategies. Viavi intends to continue its strategy to empower employees to learn and develop their skills to accelerate their career and to attract best-in-class talent. Viavi and Bidco believe there is a compelling strategic and financial rationale for the Acquisition to create a leading provider in the product and increasingly solutions-based test, measurement and assurance markets. The need for a trusted test, measurement and assurance partner is growing as existing and new customers increasingly move to automation. The Spirent Group’s product offerings and technological assets are highly complementary and synergistic to the Viavi Group’s existing portfolio, and will enable the Combined Group to deliver high-performance, integrated solutions for networking and mission critical applications, including 5G & 6G wireless infrastructure. Increasingly, the Viavi Group’s customers are looking for competitive point products combined with open standards to provide increased flexibility. This flexibility allows products to be dynamically integrated for certain use-cases, and enables products to be used in existing markets as well as to diversify into new markets and verticals. Viavi and Bidco believe that they can better serve the Viavi Group’s customers by combining its product offerings with Spirent Group’s complementary product portfolio. Viavi and Bidco also believe that the Spirent Group’s existing business would benefit from the opportunity to market a broader product offering and range of services to existing and new customers. Viavi and Bidco value the investment that the Spirent Group has made in its tec...

Background to and reasons for the Acquisition. I Squared Capital and TDR Capital have a proven track record and deep expertise in investing in power and energy transition infrastructure and equipment rental businesses which generate stable cash flows in attractive markets supported by growing demand. I Squared Capital and TDR Capital believe that Aggreko is a business that fits this investment focus well and has the potential to enable the energy transition through clean technology investment, as the world focuses increasingly on energy efficiency and sustainability and requires flexible solutions. Aggreko is a global market leader in delivering bespoke temporary power solutions to its customers and has demonstrated the capabilities and innovation required to facilitate the transition towards a net-zero emission business. This energy transition is driving substantial changes in the underlying energy market and, as such, will require sustained capital investment and business agility. I Squared Capital and TDR Capital are supportive of the broader strategy and growth initiatives articulated by Aggreko’s management in their strategic update on 17 November 2020, driven by a repositioning of Aggreko’s fleet mix. While the urgency and importance of sustainability have accelerated in a post-Covid environment, repositioning Aggreko to address and capture these trends will require a long-term perspective and investment horizon. In addition, I Squared Capital and TDR Capital believe that the realignment of the business will be better achieved in the private domain rather than under the scrutiny of public markets and the requirement for periodic reporting. I Squared Capital and TDR Capital are excited by the opportunities brought about by such a new environment and have the appropriate resources to support the business’ growth over the next decade and beyond. It will provide additional attractive development opportunities for Aggreko’s stakeholders as well as a spectrum of cleaner and more sustainable solutions for its customers. I Squared Capital and TDR Capital believe that they are well positioned to accelerate Aggreko’s development at this critical juncture and secure a successful long-term future for the company, underpinned by a long-term investment focus and the synergistic expertise between both parties in the power infrastructure and equipment rental sectors.

Background to and reasons for the Acquisition. Warpaint has a successful strategy of focusing on growing profitable sales of its branded products globally, whilst increasing overall margins. This has been achieved through increasing sales with Warpaint’s existing retail customers and winning new major retailers. The Warpaint Board believes that there continues to be significant growth opportunities for Warpaint and accordingly, the Warpaint Group remains focused on continuing to execute on this organic growth strategy. Having followed Brand Architekts for some time, as another company admitted to trading on AIM operating in a similar sector, the Warpaint Board believes that the Acquisition at this time is an exciting and relatively low risk opportunity to further bolster Warpaint’s growth opportunities. Warpaint has a strong track record of successfully acquiring, integrating and growing businesses with complementary brands, offerings and customers, with the acquisitions of Retra Holdings Limited (“Retra”) in 2017 and Xxxxxx Xxxxx Marketing Services, Inc. in 2018. Both acquisitions were earnings enhancing and have contributed to the strong overall growth of the Warpaint business. In particular, revenues and profits before tax from Retra grew by 55 per cent. and 123 per cent. respectively between the years ended 31 December 2017 and 31 December 2023. The Warpaint Board considers that Brand Architekts provides a similar opportunity as its previous acquisitions, and that the Acquisition will enhance Brand Architekts’ proposition and profitability as part of a larger, successful health, beauty and personal care business. Warpaint believes that Brand Architekts has a number of high-quality health, beauty and personal care brands with a well-established customer base which complements Warpaint’s existing customer relationships and its brand portfolio. Warpaint believes the Acquisition will strengthen the Enlarged Warpaint Group’s customer proposition and facilitate cross-selling opportunities by leveraging a wider brand offering and broader customer relationships. In addition, while Brand Architekts has grown its gross margins over recent financial periods, it carries a high overhead cost base relative to the level of gross profit generated by the business, in part as a result of being a small company carrying the corporate and governance costs associated with a public quotation. The Warpaint Board believes that the level of overheads relative to the scale of the Brand Architekts Group is inefficient and has...

Background to and reasons for the Acquisition. Bidco believes that CityFibre represents an attractive investment opportunity and that it can deliver meaningful growth and attain a strong market position with the appropriate funding and support. In particular, Bidco is attracted to CityFibre’s holistic and synergistic approach to building Gigabit Cities by satisfying demand across a range of sectors via one shared full fibre infrastructure, including public sector and business connectivity, residential broadband connectivity and fibre to mobile towers and small cells. CityFibre has been an early mover in the provision of exclusively fibre optic connectivity in local access networks in the UK and has a targeted expansion plan to deploy full fibre infrastructure to further towns and cities. It has established a wholesale model supported by a large portfolio of business and public-sector channel partners consuming CityFibre’s fibre connectivity. Expansion to the residential market is underpinned by a 20-year framework strategic partnership with Vodafone to provide full fibre connectivity to one million homes across 12 existing towns and cities, which is expected to be largely complete by the end of 2021. The agreement further provides for the potential for expansion to five million homes across approximately 50 towns and cities by 2025. CityFibre’s dense full fibre infrastructure strategy positions it well to be a supplier to mobile towers and small cells where it is present. Bidco believes that CityFibre will be ideally placed to consolidate its position as the leading alternative digital infrastructure provider in the UK. This vision will require significant capital, which may be more easily sourced by a private company. Bidco believes that with the support of two committed, specialist infrastructure investors, CityFibre will gain strong and experienced partners with a long-term focus.

Background to and reasons for the Acquisition. Kofax has a long and successful track record of making and integrating acquisitions of businesses with complementary products and solutions. Past acquisitions made by Kofax include 170 Systems, Singularity, Altosoft, Kapow, SoftPro, AIA, Nuance Document Imaging, Top Imaging Systems, PSIGEN and Printix. Tungsten is a global provider of electronic invoicing and accounts payable automation solutions, digitising the invoicing process and improving workflow automation for its customers. As a leading provider of digital automation software and solutions which transform content-intensive workflows, Kofax believes that Tungsten’s product and customer base is complementary to Kofax’s existing offerings, operations and business. Kofax believes that Tungsten’s platform would augment Kofax’s invoice processing and accounts payable automation solutions by adding eInvoicing, compliance and other capabilities. Further, Kofax sees opportunities to expand the scale of Tungsten’s business by offering Tungsten’s products to Kofax’s larger customer base and reseller channels, and by leveraging Kofax’s greater geographical reach and operational infrastructure. Kofax also believes Tungsten’s invoicing network presents an opportunity for Kofax to access a complementary customer base for its current portfolio of digital workflow automation solutions. Further, Tungsten’s customers could represent prospective users of Kofax’s broader set of workflow automation solutions.

Background to and reasons for the Acquisition. General Atlantic has a long and successful track record of investing in the technology sector and it has leveraged this experience to help develop some of the most widely known online learning platforms in the e-learning industry, including Duolingo, Kahoot!, Fluency Academy, Arco, Crehana, Panorama Education, Articulate, Zoomin, Quizlet, Unacademy, Ruangguru and Little Golden Star. Since its founding in 1980, General Atlantic has invested approximately US$67 billion in more than 540 growth companies, including approximately US$34 billion in around 300 technology companies globally, including across North America and the United Kingdom. General Atlantic has built its investment strategy on supporting portfolio companies to enable growth and take advantage of development opportunities by providing strong financial backing as well as leveraging General Atlantic’s various strategic resources, wide network and deep knowledge base. Atlantic Park is General Atlantic’s Strategic Capital Solutions franchise. Atlantic Park is focused on creating flexible and sustainable capital structures to support high quality companies, management teams and entrepreneurs to achieve their long-term objectives and deliver growth in a sustainable way. Atlantic Park’s mandates are highly flexible in nature and can take many forms (including investments across the capital structure). General Atlantic and Bidco believe that LTG has built a portfolio of high quality assets across technology, software and services in the workplace digital training and learning and talent development market, with a diversified geographic footprint, customer base and end-market. General Atlantic and Bidco believe that, with the appropriate investment and optimisation of the Group’s portfolio, LTG is well placed to maintain and improve its position within its core markets. General Atlantic and Bidco believe that the rapidly evolving market, including the impact of lower custom content demand and human resources enterprise software consolidation as well as the expected disruptive impact on the ecosystem from the emergence of generative AI, will require further investment and optimisation of the Group’s portfolio (in addition to that contemplated by the Group’s previously announced active portfolio management strategy). General Atlantic and Bidco believe that the Group will face greater competitive pressure in the future, but will also benefit from increasing training requirements for large corporate custome...