NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT REGARDING A POSSIBLE OFFER, INCLUDING
FOR THE PURPOSES OF RULE 2.12 OF THE IRISH TAKEOVER PANEL ACT 1997,
TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”). THIS IS NOT AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE IRISH TAKEOVER RULES AND THERE CAN BE NO CERTAINTY THAT AN
OFFER WILL BE MADE OR AS TO THE TERMS ON WHICH ANY OFFER MIGHT BE
MADE.
The Board of MariaDB plc (NYSE: MRDB) (“MariaDB” or the
“Company”) confirms that on February 15, 2024, it received
an unsolicited non-binding indicative proposal from K1 Investment
Management LLC (“K1”) to acquire the entire issued and to be
issued share capital of the Company (the “Possible Offer”)
through K5 Private Investors, L.P. (“K5”), a fund controlled
by K1. K1 publicly announced such offer on February 16, 2024. The
Board of MariaDB is reviewing and taking advice regarding the
Possible Offer. The Possible Offer may or may not lead to an offer
being made for the entire share capital of the Company. There can
be no certainty that any offer will be made.
In accordance with Rule 2.6 of the Irish Takeover Rules, K1 is
required, no later than 5:00 pm (New York time) on March 29, 2024,
being the 42nd day following the K1 announcement, to either (i)
announce a firm intention to make an offer for the Company in
accordance with Rule 2.7 of the Irish Takeover Rules; or (ii)
announce that it does not intend to make an offer for the Company,
in which case the announcement will be treated as a statement to
which Rule 2.8 of the Irish Takeover Rules applies. This deadline
will only be extended with the consent of the Irish Takeover Panel
in accordance with Rule 2.6(c) of the Takeover Rules, at the
request of the Company.
IMPORTANT NOTICES
ABOUT MARIADB
MariaDB is a new generation database company whose products are
used by companies big and small, reaching more than a billion users
through Linux distributions and have been downloaded over one
billion times. Deployed in minutes and maintained with ease,
leveraging cloud automation, MariaDB database products are
engineered to support any workload, any cloud and any scale – all
while saving up to 90% of proprietary database costs. Trusted by
organizations such as Bandwidth, DigiCert, InfoArmor, Oppenheimer
and Samsung, MariaDB’s software is the backbone of critical
services that people rely on every day. For more information,
please visit mariadb.com.
RESPONSIBILITY STATEMENT
The directors of the Company accept responsibility for the
information contained in this announcement. To the best of the
knowledge and belief of the directors (who have taken all
reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and
does not omit anything likely to affect the import of such
information.
DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES
Under Rule 8.3(a) of the Irish Takeover Rules, any person who is
'interested' in 1% or more of any class of 'relevant securities' of
the Company or a securities exchange offeror (being any offeror
other than an offeror which has announced that its offer is, or is
likely to be, solely in cash) must make an 'opening position
disclosure' following the commencement of the 'offer period' and,
if later, following the announcement in which any securities
exchange offeror is first identified. An 'opening position
disclosure' must contain, among other things, details of the
person's 'interests' and 'short positions' in any 'relevant
securities' of each of (i) the Company and (ii) any securities
exchange offeror(s). An 'opening position disclosure' by a person
to whom Rule 8.3(a) applies must be made by no later than 3:30 pm
(New York time) on the day that is ten 'business days' following
the commencement of the ‘offer period’ and, if appropriate, by no
later than 3:30 pm (New York time) on the day that is ten 'business
days' following the announcement in which any securities exchange
offeror is first identified.
Under Rule 8.3(b) of the Irish Takeover Rules, if any person is,
or becomes, ‘interested’ (directly or indirectly) in 1% or more of
any class of ‘relevant securities’ of the Company, all ‘dealings’
in any ‘relevant securities’ of the Company or any securities
exchange offeror (including by means of an option in respect of, or
a derivative referenced to, any such ‘relevant securities’) must be
publicly disclosed by not later than 3:30 pm (New York time) on the
‘business day’ following the date of the relevant transaction. This
requirement will continue until the ‘offer period’ ends. If two or
more persons cooperate on the basis of any agreement either express
or tacit, either oral or written, to acquire an ‘interest’ in
‘relevant securities’ of the Company, they will be deemed to be a
single person for the purpose of Rule 8.3 of the Irish Takeover
Rules. A disclosure table, giving details of the companies in whose
‘relevant securities’ ‘dealings’ should be disclosed can be found
on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
In general, interests in securities arise when a person has long
economic exposure, whether conditional or absolute, to changes in
the price of the securities. In particular, a person will be
treated as having an ‘interest’ by virtue of the ownership or
control of securities, or by virtue of any option in respect of, or
derivative referenced to, securities.
Terms in quotation marks are defined in the Irish Takeover
Rules, which can be found on the Irish Takeover Panel's website. If
you are in any doubt as to whether or not you are required to
disclose a ‘dealing’ under Rule 8, please consult the Irish
Takeover Panel's website at www.irishtakeoverpanel.ie or contact
the Irish Takeover Panel at telephone number +353 1 678 9020.
RULE 2.12 – RELEVANT SECURITIES IN ISSUE
In accordance with Rule 2.12 of the Irish Takeover Rules, the
Company confirms that as of January 31, 2024 its issued share
capital was comprised of 67,749,429 ordinary shares, nominal value
$0.01 per share (the "Ordinary Shares"). The Ordinary Shares
are admitted to trading on the New York Stock Exchange under the
ticker symbol MRDB. The International Securities Identification
Number for these securities is IE0008908NI4.
The Company confirms that as of January 31, 2024 there were
outstanding options to purchase up to 6,453,538 Ordinary Shares and
outstanding restricted stock units and performance stock units
conferring on their holders vested or unvested rights to convert
into, or to receive, up to an aggregate of 3,595,354 Ordinary
Shares. The Company confirms that as of January 31, 2024 there were
outstanding warrants to subscribe for an aggregate of 16,351,314
Ordinary Shares.
FORWARD LOOKING STATEMENTS
Certain statements in this announcement are “forward-looking
statements” within the meaning of the Private Securities Litigation
Reform Act of 1995. Words indicating future events and actions,
such as “will” and “may,” and variations of such words, and similar
expressions and future-looking language identify forward-looking
statements, but their absence does not mean that the statement is
not forward-looking. The forward-looking statements in this
announcement include statements regarding the Possible Offer and
related actions and events. Forward-looking statements are not
guarantees of future events and actions, which may vary materially
from those expressed or implied in such statements. Differences may
result from, among other things, actions taken by the Company or
its management or board or third parties, including those beyond
the Company’s control. Such differences and uncertainties and
related risks include, but are not limited to, the possibility that
an offer will not be made, the possibility that even if an offer is
made, the parties will not agree on a price or other terms or will
not otherwise pursue a transaction or if pursued, that a
transaction will not be consummated, any negative effects of this
announcement or failure to consummate a transaction on the market
price of the Ordinary Shares and other Company securities
(including warrants) or otherwise (including on our outstanding
debt obligations), and potentially significant transaction and
related costs. The foregoing list of differences and risks and
uncertainties is illustrative, but by no means exhaustive. For more
information on factors that may affect the Possible Offer and
related actions and events, please review “Risk Factors” and other
information described in the Company’s filings and records filed
with the United States Securities and Exchange Commission. These
forward-looking statements reflect the Company’s expectations as of
the date hereof. The Company undertakes no obligation to update the
information provided herein.
FURTHER INFORMATION
In accordance with Rule 26.1 of the Irish Takeover Rules, a copy
of this announcement will be available on the Company’s website at
https://investors.mariadb.com/ by no later than 12:00 noon (New
York time) on the business day following this announcement. The
content of any website referred to in this announcement is not
incorporated into, and does not form part of, this
announcement.
This announcement is not intended to, and does not, constitute
or form part of (1) an offer or invitation to purchase or otherwise
acquire, subscribe for, tender, exchange, sell or otherwise dispose
of any securities; (2) the solicitation of an offer or invitation
to purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities; or (3) the
solicitation of any vote or approval in any jurisdiction, pursuant
to this announcement or otherwise.
The release, publication or distribution of this announcement
in, into, or from, certain jurisdictions other than Ireland may be
restricted or affected by the laws of those jurisdictions.
Accordingly, copies of this announcement are not being, and must
not be, mailed or otherwise forwarded, distributed or sent in,
into, or from any such jurisdiction. Therefore, persons who receive
this announcement (including without limitation nominees, trustees
and custodians) and are subject to the laws of any jurisdiction
other than Ireland who are not resident in Ireland will need to
inform themselves about, and observe any applicable restrictions or
requirements. Any failure to do so may constitute a violation of
the securities laws of any such jurisdiction.
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted as an indication of what the Company’s future financial
or operating results may be, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily be greater or lesser than those for the relevant
preceding financial periods for the Company. No statement in this
announcement constitutes an asset valuation. No statement in this
announcement constitutes an estimate of the anticipated financial
effects of an acquisition of the Company, whether for the Company
or any other person.
REQUESTING HARD COPY INFORMATION
Any MariaDB shareholder may request a copy of this announcement
in hard copy form by writing to Investor Relations via e-mail at
ir@mariadb.com. Any written requests must include the identity of
the MariaDB shareholder and any hard copy documents will be posted
to the address of the MariaDB shareholder provided in the written
request.
A hard copy of this announcement will not be sent to MariaDB
shareholders unless requested.
Source: MariaDB
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240219857559/en/
Investors: ir@mariadb.com
Media: pr@mariadb.com
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