June 2025

www.acquisition-international.com • June 2025 Featuring: Costain Process Engineering & Technical LLC Best Oil & Gas Engineering Services Company 2025 – UAE

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Contents 4 Mindgruve and Levelwing Merge to Become One of the World’s Fastest-Growing Independent Agencies 5 TotalMed Announces Strategic Merger with TNAA, Combining Industry-Leading Platforms 6 Costain Process Engineering & Technical LLC: Best Oil & Gas Engineering Services Company 2025 – UAE 8 5 Key Trade Compliance Trends in 2025 10 How to Educate Remote Workforces About the Risks of WFH Scams 11 Navigating the Legal Landscape of Noncompete Agreements in M&A 8 6 10

NEWS Mindgruve and Levelwing Merge to Become One of the World’s FastestGrowing Independent Agencies Founder-led Agency Execs Join Forces as a Modern Media, Commerce, and Data Technology Company Mindgruve, a modern media, commerce, and data technology company, today announced a merger with Levelwing, a nationally recognized performance marketing and data technology company. The merger strengthens Mindgruve’s performance marketing offering, expands its U.S. footprint, and adds a robust portfolio of blue-chip clients across multiple industries. This announcement follows Mindgruve’s recent mergers with Macarta and Icon Commerce. The company will consolidate all agencies under the Mindgruve brand. “The merger marks an important milestone in our company’s history,” said Chad Robley, CEO of Mindgruve. “Levelwing adds more depth to our team of worldclass performance marketers, deepens our enterprise client roster to drive more buying power, and expands our tech capabilities within data science and predictive marketing analytics. Together, we’re excited to deliver an even greater growth service offering for our global clients and partners.” Founded in 2002, Levelwing has built an exceptional reputation for driving revenue growth for brands through fully integrated strategy, creative, media, and predictive marketing analytics solutions. The agency’s client roster encompasses a diverse range of industries, including automotive, restaurant, financial services, healthcare, and consumer products. “We are incredibly proud of what we’ve built at Levelwing and are excited to join forces with Mindgruve,” said Steve Parker, Jr., CEO and co-founder of Levelwing, who will become chief client experience officer of Mindgruve. “Both agencies share a commitment to transparency, measurable results, and delivering real business value. This partnership gives us a global platform and best-in-class talent to drive meaningful growth for our clients while staying true to the principles that have guided us for over two decades.” Mindgruve’s collective leadership team brings together executives from global brands and agencies. As Levelwing integrates into the Mindgruve platform, its leadership will continue to play a pivotal role in driving client success and strategic growth. “This is more than a merger—it’s an acceleration of our collective vision,” added Jeff AdelsonYan, President and co-founder of Levelwing, who will become chief product officer of Mindgruve. “By combining Levelwing’s deep performance marketing, data science, and creative expertise with Mindgruve’s advanced analytics and commerce capabilities, we’re transforming how brands harness data-driven insights to fuel innovation, optimize customer experiences, and achieve measurable business growth.” With the addition of Levelwing, Mindgruve now boasts a team of over 400 employees across eight U.S., Latin American, and European offices, further solidifying its position as a global leader in media, commerce, and data technology. Madison Alley Global Ventures served as strategic M&A advisor to Levelwing on this transaction. For more information, visit the Mindgruve website

NEWS A Unified Vision for Clients and Candidates By leveraging the combined strengths of both companies, this merger creates a unified organization that prioritizes the needs of healthcare professionals and clients. Candidates will benefit from expanded career opportunities and tailored support, while clients will experience streamlined solutions that address every aspect of workforce management. “This merger is about coming together to offer something greater than we could achieve independently,” added Sejal Shah, CEO of TotalMed, who will serve on the board of the new combined entity. “We’re building an organization that is not just larger, but smarter and more capable, with a clear focus on delivering extraordinary value to everyone we serve.” Positioned for Industry Leadership The merger positions the combined company to drive innovation and growth within the healthcare staffing industry. With an expanded portfolio of services, a deep talent pool, and a shared commitment to operational excellence, the organization is well-equipped to meet the challenges of today’s healthcare landscape and beyond. “Together, we are stronger, more agile, and better prepared to meet the evolving needs of the healthcare industry,” said McKenzie. “Our clients and candidates can expect the same exceptional service they know and trust, now amplified by the combined strengths of two industry leaders.” UBS Investment Bank served as the exclusive financial advisor and Fried, Frank, Harris, Shriver & Jacobson LLP served as a legal advisor to TotalMed in the transaction. TotalMed Announces Strategic Merger with TNAA, Combining Industry-Leading Platforms TotalMed, a nationwide clinical travel solutions and MSP services provider, proudly announces a strategic merger with Travel Nurse Across America (TNAA), a move that combines two widely recognized players with leading offerings. This merger unites two industry trailblazers, blending complementary capabilities, expertise, and resources to create an unparalleled offering for candidates and clients. “We are excited to bring together the best of TotalMed and TNAA,” said Tim McKenzie, the CEO of the newly merged organization. “Our shared vision, values, and commitment to innovation will allow us to not only meet but exceed the expectations of the healthcare industry. This merger represents a transformative moment that positions us as a premier partner for healthcare talent and solutions.” Synergies to Drive Unmatched Capabilities The merger combines the strengths of both organizations, significantly expanding the breadth of services available to clients and candidates. The newly formed company will offer: • Travel Nursing and Allied Health Staffing: Continued dedication to matching healthcare professionals with travel opportunities across the country. • Workforce Solutions (VMS / MSP): Combined expertise, technology, and talent to strengthen its ability to deliver innovative, cost-effective, and technology-enabled staffing solutions at scale to healthcare organizations nationwide. • Shift Fulfillment Technology & Per Diem Staffing: Local, flexible staffing options to meet short-term needs powered by technology to support shift options for core staff and external float pools. • Locum Tenens: Enhanced capabilities in placing physicians and advanced practitioners in temporary roles. • Life Sciences Staffing: Expert talent solutions for life sciences organizations, including roles in research, development, and regulatory affairs. • Health Plan Staffing: Specialized staffing for positions supporting health insurance and managed care organizations. • Non-Clinical Hospital Roles: Staffing solutions for administrative, operational, and support roles critical to hospital success. • Strike Staffing: Rapid deployment of qualified healthcare professionals to facilities during critical labor disruptions. • Industry Support Resources: Increased support and continued focus on providing top-tier resources for the healthcare staffing industry through TravelNurse101, The Gypsy Nurse and TravCon.

6 | Acquisition International, May 2025 Best Oil & Gas Engineering Services Company 2025 – UAE The oil and gas sectors are crucial to global energy production, serving as a pillar of global economic stability. Maintaining the functioning of these sectors is an essential task that has a direct impact on countless industries around the world. Costain Process Engineering & Technical is a UAE-based company that specialises in oil and gas sector services, boasting expertise in onshore and offshore activities across the region. We found out more below, as Costain Process Engineering & Technical is named in the Business Excellence Awards 2025. Contact: Soman Pillai Company: Costain Process Engineering & Technical LLC Web Address: www.costainprocess.com Based in Dubai, Costain Process Engineering & Technical is a leading expert in the engineering of the oil and gas sectors. Boasting more than four decades of experience in the oil and gas sectors, the company offers a comprehensive suite of services to those operating within the oil and gas sectors, comprising design engineering for projects; project management and execution; preventative plant maintenance to ensure smooth operations; training programmes, such as Train-theTrainer initiatives; and HSSE management in line with IOGP 577-CSSS standards. Costain Process Engineering & Technical serves a diverse clientele, comprising those operating, storing, and handling hydrocarbons such as gas oil and fuel oil, jet fuel, chemicals, bitumen, mogas – or motor gasoline -, and an array of various lubricants. Operating both onshore and offshore activities across UAE, Oman, Libya, Dar es Salaam, and India, the company serves as one of the sectors’ major technical supports to those operating hydrocarbons in these countries. And, with major hydrocarbon operating companies continually making use of technical support, this is an incredibly advantageous position for Costain Process Engineering & Technical to maintain. Since its inception, Costain Process Engineering & Technical has built a stellar reputation across the industry, standing as a pillar of excellence amongst its peers. The company remains an expert in its market, and the only one to provide exceptional services in hazardous locations. This capability has served the company well, with major oil and gas companies now recognising its expertise and seeking support in challenging situations. For example, the team are highly skilled in aviation fuel storage and handling, ensuring complete safety and professionalism throughout the process. All members of the team at Costain Process Engineering & Technical undergo comprehensive training in two key areas: technical training, which ensures expertise in engineering, project execution, maintenance, and industry-specific operations; and HSSE training, covering Health, Safety, Security, and Environment practices to ensure strict adherence to industry safety standards and risk management to protect clients and assets. When building on to the team, the company prioritises candidates possessing a minimum of five years’ experience within the oil and gas sectors to ensure a basic foundational understanding, which can then be further developed through ongoing training efforts. Costain Process Engineering & Technical’s training endeavours goes beyond its internal team; the company also provides specialised training for operators handling hydrocarbons, effectively equipping them with the knowledge and skills necessary for safe operations within hazardous areas. Costain Process Engineering & Technical’s training ensures that operators can both identify and mitigate unforeseen risks, preventing accidents, fires, and explosions before they ever occur. This allows the company to ensure that industry standards are met across the board, and that operations run smoothly. This commitment to safety is reflected in Costain Process Engineering & Technical’s ongoing projects and plans for the future - such as the commissioning of a fuel farm at the Oman International Airport. For the past two years, the company has been managing this complex operation, with completion expected by mid-2025 to ensure a secure and efficient fuel storage system. Beyond airport infrastructure, Costain Process Engineering & Technical’s expertise extends to underground asset integrity testing in the UAE. The company is conducting nitrogen testing on approximately 1,400 underground assets, a specialised process that only Costain Process Engineering & Technical is equipped to perform. This testing plays a critical role in ensuring infrastructure reliability and operational safety. Looking ahead through 2025 and beyond, Costain Process Engineering & Technical remains committed to applying the same rigorous standards across both new and existing projects. The company’s work continues to advance, maintaining its reputation for technical excellence and uncompromising safety protocols. It is for its commitment and dedication to its field that Costain Process Engineering & Technical has been recognised as the UAE’s Best Oil and Gas Engineering Services Company 2025 in the Business Excellence Awards 2025.

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8 | Acquisition International, May 2025 5 Key Trade Compliance Trends in 2025 rend #1 – Expanding Global Sanctions and Export Controls A key trade compliance trend for 2025 will be the continued expansion of global sanctions fuelled by persistent geopolitical tensions. As governments continue to use export controls and sanctions as primary tools of foreign policy, compliance professionals will need robust mechanisms; such as denied party screening, to adapt to fastchanging sanction frameworks. Robust trade compliance programmes will, therefore, be crucial for businesses managing imports and exports within highly regulated supply chains. It will also be key, therefore, to ensure they meet the various compliance requirements set out; such as new restrictions on dual-use goods and technologies, expanded sanctioned entity lists and region-specific export controls in emerging markets. To address these kinds of issues, it will become more and more important to explore the use of systems and tools that offer denied party screening and the management of export licenses. This approach will support with identifying and mitigating risks, and become indispensable within any organisation. Trend #2 – ESG and Ethical Trade Practices ESG issues are now an integral part of trade compliance. Teams are increasingly required to address greater accountability in their supply chains, with new regulations concerning carbon emissions accountability and environmental taxes. Companies will need to comply with stringent measures on various policies. This includes the Uyghur Forced Labor Prevention Act (UFLPA), which mandates proof of ethical sourcing to prevent the use of forced labour in products. Another is the EU’s Deforestation-Free Regulation, targeting commodities like coffee, cocoa, and palm oil. This is the case even for the EU’s and UK’s Carbon Border Adjustment Mechanisms (CBAMs), which impose tariffs on imports based on carbon emissions. This is where denied party screening tools can complement these efforts: by using them organisations can ensure that they are not inadvertently engaging with restricted entities linked to unethical practices. Integrating ESG considerations into an effective import compliance programme will not only align organisations with sustainability targets, but also ensure adherence to ethical sourcing standards. Trend #3 – AI and the Role of Advanced Technologies Technology continues to reshape trade compliance. It offers business new ways to manage regulations and reduce risk. Another critical trend will be the integration of advanced technologies such as Artificial Intelligence (AI) in compliance processes. AI tools for trade as well as import and export compliance help improve productivity and automate workflows. All of this means that AI is quickly becoming essential for teams to streamline their trade compliance processes, especially for denied party screening, reducing manual errors and managing real-time updates to regulatory requirements across multiple jurisdictions. Additionally, by using AI trade compliance solutions businesses can enhance their compliance efforts to keep pace with evolving global regulations, while ensuring thorough denied party screening processes. Trend #4 – Trade Agreements and Tariff Changes One of the most impactful trade compliance trends in 2025 will be the shifting of tariffs and changing trade agreements. Businesses must tread carefully to navigate new complex frameworks to minimise costs and mitigate risks associated with tariffs and duties. In recent history, the U.S. government has used tariffs to address trade imbalances and to protect domestic industries, which led to trade countermeasures from adversaries and allies alike. Both the Trump and Biden administrations have used Section 301, Section 232 and Section 201 tariffs on a range of products from all sorts of countries. With Trump’s re-election tariffs are again top of mind on the agenda. Therefore, to avoid penalties, businesses will need to focus on origin compliance, supply chain transparency and sustainability to avoid penalties. Trend #5 – Building Resilient Supply Chains The final trade compliance trend for 2025 is supply chain resilience. Building a robust and flexible supply chain should be a top priority with the increasing geopolitical conflicts, environmental challenges and stricter regulations. To avoid disruption, trade compliance teams must map supplier risks, especially those in high-risk regions and industries. Organisations must be proactive in their compliance with local regulations, such as content requirements or export restrictions with the potential of tense country relations. Relying heavily on a single supplier or region will increase vulnerability for businesses and diversifying suppliers should be key to help address geopolitical and natural disasters. Further, the supply chain that is used should help the organisation comply with ESG – including regulations around labour and environmental laws such as UFLPA and CBAM. Conclusion In 2025 trade compliance will need to become a strategic differentiator, organisations must not limit trade compliance and the supporting teams to ticking boxes – this function has a powerful and vital role to play for many organisations. Trade compliance departments, rightly, Trade compliance is set to become even more challenging in 2025. The focus for many organisations will shift to adapting strategies that address geopolitical tensions, sustainability and ensuring compliance systems and tools are fit for purpose. With that in mind, Thomas Lobert, Solutions Consultant at Descartes, outlines the top five trade compliance trends of 2025, along with the upcoming changes that will affect businesses in international trade. T

5 Key Trade Compliance Trends in 2025 need to be empowered to navigate this increasingly complex and unpredictable landscape with confidence and foresight. Businesses will face questions like: “How do we keep up with rapidly changing sanctions”, “With stakeholders increasingly demanding ethical trade practices how do we achieve this with operational efficiency,” and “What tools and strategies can provide us with a strategic advantage?” In today’s increasingly complex business landscape the answer to these questions lies, ultimately, in shifting focus from reactive problem solving to proactive leadership.

10 | Acquisition International, May 2025 How to Educate Remote Workforces About the Risks of WFH Scams Safeguarding Employee and Company Data Is Vital Telework has made job scams prevalent. Tens of thousands of complaints are pouring in, and every age group is affected. Most are financially impacted. The Better Business Bureau’s Employment Scams Report revealed the median loss was $1,000 in 2020. The median for older adults was more than double that amount. Companies should care because their reputations, finances and retention rates are on the line. What happens when a bad actor poses as them on job search websites? In addition to reducing their reply rate, it generates negative press. Search engines return forums and articles about applicants falling for phishing schemes. Moreover, scammers can use employees’ driver’s licenses and banking details to steal their identities and assets, potentially strengthening future cyberattacks against their employers. For example, they can use a stolen bank account to make a funds transfer request look legitimate. Their activity would fly under the radar, giving them more time to cause damage. 4 Common Scams Targeting the Remote Workforce While WFH scams come in many forms, bad actors follow several specific blueprints. 1. The “Pay to Get Paid” Scam At face value, paying an employer to get paid sounds ludicrous. However, this scam can be incredibly convincing because it uses sophisticated social engineering techniques. Employees buy software, send a deposit, or pay bogus fees in exchange for higher returns or better WFH equipment, not realizing everything is fake. 2. The Remote Access Scam Some information technology (IT) departments use remote access software to troubleshoot technical issues without being physically present, so workers might not think twice when they receive an email asking them to hand over control. Once the scammer is inside, they can install malware, spy on communications or exfiltrate proprietary data. 3. The Classic WFH Job Scam A listing that sounds too good to be true likely is. Federal Trade Commission data shows task scams — work involving completing simple online assignments — increased dramatically in recent years. They reached 20,000 halfway through 2024, up from zero in 2020, accounting for 40% of all job scam reports. Scammers use the allure of high-paying or easy work to lure applicants into a false sense of security. They aim to steal personal and financial data for their own gain. Organizations employing contractors and freelancers — those who work multiple jobs — are at greater risk of being indirectly affected. 4. The Fake Check Scam In this scheme, the fraudster sends a bad check, promising to pay for a new laptop, work phone or standing desk. Before long, they claim they sent too much and request some back. Since the check initially looks legitimate, the recipient obliges. When the check inevitably bounces, they lose those funds. Strategies for Defending Against These WFH Scams Organizations should develop actionable strategies to protect their workforce and themselves from WFH scams. Awareness campaigns are essential because human error — typically carelessness or negligence — is the leading cause of cybersecurity incidents. It caused 98% of breaches in 2023. Regular training sessions can help mitigate this issue. Policy changes can fill in any existing gaps. Decision-makers should make business-critical processes foolproof. For example, they could mandate that direct deposit change approval happens in person. Alternatively, they could require payroll to confirm all requests through a second point of contact to verify legitimacy. Requiring workers to jump through more hoops to accomplish certain tasks may cause friction, but it protects sensitive company data. This is especially true in the age of artificial intelligence, when the entry barriers for scamming and cybercrime are at an all-time low. The IT team should deploy endpoint protection and authentication measures to minimize vulnerabilities. For instance, they can mandate device-level encryption or biometric logins. A zero-trust architecture is ideal for telecommuters because it lets them verify whether a work device is in the right hands. Keeping the Organization and Its Sensitive Data Safe Business leaders should consider adopting new policies, like requiring the IT team to provide quarterly awareness training. Such changes can help the organization minimize risk. The less likely employees are to fall for a scam, the safer company data and devices are. Although telework is generally beneficial, removing the face-to-face aspect from business-critical tasks has left some organizations vulnerable to work-from-home (WFH) scams. What are the latest schemes targeting remote workers, and what can employers do to help?

May 2025, Acquisition International | 11 Similarly, leaders should review noncompetes for any workers who need to sign new contracts after the M&A. Many lower-level employees may not need such clauses, and enforcing them for everyone would be difficult. However, executives or those in roles where company loyalty is a big concern, such as cybersecurity, which faces a 0% unemployment rate, may need them, as long as they’re reasonable. Consider Alternative Provisions Given how challenging noncompetes can be to navigate and enforce in today’s environment, parties entering an M&A should consider alternatives. That could be a nonsolicitation agreement to prevent sellers from bringing their former workers or clients over to a new business after selling their first. For employees moving under the M&A, consider improved compensation or benefits packages. Career development programs are another good option, as 31% of workers have quit a job because of a lack of such opportunities. When employees stay longer and are happier at the company, there’s less need for a noncompete. M&A Deals Must Tackle Noncompete Clauses Noncompete clauses can impact M&A deals through several means. Business leaders must understand these relationships before going into a merger or buyout. While navigating legal issues can be difficult, attention to where these matters fall short and where they succeed can inform better decisions. Navigating the Legal Landscape of Noncompete Agreements in M&A Mergers and acquisitions (M&A) can be complex, and some deals are more complicated than others. Noncompete agreements, while well-known in the context of employee contracts, are also common in many M&A deals and add another layer of complexity. While not every buyout or merger includes noncompetes, understanding how to approach these clauses can be critical to successful deal-making. How Do Noncompete Agreements Affect M&A? A noncompete agreement limits a party when they leave a company, so they cannot use proprietary information to directly compete with it. Importantly, that can apply to more than employer-employee relationships. Many M&A deals also cover sellers to ensure they don’t create or join a new venture to compete with their former business. The law tends to be less strict on the enforcement of noncompetes in M&A than in an employee context. Several states ban them, but most make an exception for selling a business. Similarly, the FTC’s proposed nationwide ban on noncompetes, which ultimately fell through, did not apply to M&As. Employee noncompete clauses can be a factor in M&As, too. Some mergers result in layoffs, and workers may have existing agreements that the new employer must now manage. How to Negotiate Noncompetes During M&A As with any legal consideration, noncompetes require careful research and implementation. Here are a few steps to follow when structuring or negotiating these clauses during an M&A. Conduct Thorough Due Diligence Before anything else, leaders must research their local legal environment to understand any applicable restrictions on noncompetes. While just four states ban these agreements, 34 regulate their use, and these requirements vary. Organizations must review what the law says about noncompete enforceability, duration, scope and other related factors. Similarly, conducting market research can clarify what’s reasonable under an M&A noncompete. That includes competition levels, how fast the sector moves and if other industry players have successfully enforced such clauses. Be Specific About Scope, Geography and Duration When detailing a noncompete, be as specific as possible. Courts generally only enforce them if they’re reasonable in scope, geographic area and duration. Any vagueness or excessive restrictions in these categories will make it difficult for an agreement to hold up in court. The geography should match the business’s footprint — a local store can only reasonably limit competition within the same town. Reasonable duration and scope depend on how quickly the industry moves and how many niches the company operates in. Consult a legal expert to understand what “reasonable” entails in the market and sector. Review Existing Employee Noncompetes An M&A is also a good time to review any noncompete clauses in the contracts of existing employees. Ensure these agreements would still be reasonable under new operations after the merger.

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