ANNOUNCEMENT REGARDING AMENDMENT AND
SUPPLEMENT TO OFFER DOCUMENT AND TENDER OFFER STATEMENT ON SCHEDULE
TO
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
(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.
MANHATTAN BEACH, Calif., July 5, 2024
/PRNewswire/ -- On 24 May 2024,
Meridian Bidco LLC ("Bidco") made an offer to acquire
the entire issued and to be issued share capital of MariaDB plc
("MariaDB") (the "Offer") with the terms and
conditions of the Offer set out in the offer document despatched
and filed by Bidco as Exhibit (a)(1)(A) to the Tender Offer
Statement and Rule 13e-3 Transaction Statement filed on Schedule TO
with the US Securities and Exchange Commission (the "SEC")
on 24 May 2024 (the "Offer
Document"). On 24 June 2024,
Bidco filed an amended and restated Offer Document with the SEC to
reflect the exercise of the Rollover Withdrawal Right, the
withdrawal of the Unlisted Unit Alternative and certain updates to
disclosures.
Bidco today announces that an amendment and supplement to the
Offer Document and Tender Offer Statement on Schedule TO has been
filed with the SEC. Other than as set forth in such filing, no
changes have been made to the terms and conditions of the
Offer.
The amendment and supplement to the Offer Document and Tender
Offer Statement on Schedule TO will be made available free of
charge, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on K1's website
(https://k1.com/meridian-offer-update/).
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Offer Document (as amended
and restated).
Enquiries
Lazard (Financial
Advisor to K1 and Bidco)
Adrian Duchini, Keiran
Wilson, Charles White
|
Tel: +44 20 7187
2000
|
Haven Tower Group
(Public Relations Advisor to K1)
Donald Cutler, Brandon
Blackwell
|
Tel: +1 424 317
4850
|
Important Notices
The K1 Responsible Persons (being the investment committee of
K1), the Bidco Officers and the Topco Officers accept
responsibility for the information contained in this Announcement.
To the best of the knowledge and belief of the K1 Responsible
Persons, the Bidco Officers, the Topco Officers, (who have taken
all reasonable care to ensure that such is the case) the
information contained in this Announcement for which they have
accepted responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Lazard Frères & Co. LLC, together with its affiliate Lazard
& Co., Limited (which is authorised and regulated in the
United Kingdom by the Financial
Conduct Authority) ("Lazard"), is acting exclusively as
financial adviser to K1 and Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than K1
and Bidco for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Offer or any
other matters referred to in this Announcement. Neither Lazard nor
any of its affiliates owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is
not a client of Lazard in connection with this Announcement, any
statement contained herein or otherwise.
Disclosure requirements of the Irish Takeover Rules
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 MariaDB, all 'dealings' in
any 'relevant securities' of MariaDB 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 (U.S. Eastern 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
MariaDB, they will be deemed to be a single person for the purpose
of Rule 8.3 of the Irish Takeover Rules.
Dealing Disclosures must also be made by any offeror and by any
persons acting in concert with them in accordance with Rule 8.2 of
the Irish Takeover Rules.
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.
Details of the offeree company in respect of whose relevant
securities Dealing Disclosures must be made can be found in the
Disclosure Table on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. 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.
Further Information
This Announcement is for information purposes only and is not
intended to, and does not, constitute an offer to sell or
invitation to purchase any securities, or the solicitation of any
vote or approval in any jurisdiction pursuant to the Offer or
otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable law.
In particular, this Announcement is not an offer of securities for
sale into the United States. No
offer of securities shall be made in the
United States absent registration under the Securities Act
of 1933, as amended, or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. The
release, publication or distribution of this Announcement in
certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this Announcement is
released, published or distributed should inform themselves about
and observe such restrictions.
This Announcement has been prepared for the purpose of complying
with the laws of Ireland and the
Irish Takeover Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside of Ireland.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of
the Offer to persons who are not resident in Ireland. Persons who are not resident in
Ireland, or who are subject to
laws of any jurisdiction other than Ireland, should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with any applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable Law, the companies and persons involved in
the Offer disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or K1 or required by the
Irish Takeover Rules, and permitted by applicable law and
regulation, the Offer will not be made available, directly or
indirectly, in any Restricted Jurisdiction, and the Offer will not
be capable of acceptance from within a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. The
release, publication or distribution of this Announcement in or
into certain jurisdictions may be restricted by the laws of those
jurisdictions. Accordingly, copies of this Announcement and all
other documents relating to the Offer are not being, and must not
be, released, published, mailed or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction. Persons
receiving such documents (including, without limitation, nominees,
trustees and custodians) should observe these restrictions. Failure
to do so may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable
Law, K1, the K1 Group and Bidco disclaims any responsibility or
liability for the violations of any such restrictions by any
person. MariaDB Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. Further details
in relation to overseas shareholders are contained in the Offer
Document.
If you are a resident of the United
States, please read the following:
This Announcement is not intended to, and does not, constitute
or form part of any offer (including the Offer), invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, nor will there be any acquisition or disposition of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable Law or regulation.
This Announcement is not a substitute for the Offer Document and
the Form of Acceptance or any other document that Bidco may file
with the SEC in connection with the Offer. An offer to buy MariaDB
Shares has been made pursuant to a Tender Offer Statement and Rule
13e-3 Transaction Statement on Schedule TO that Bidco has filed
with the SEC. MariaDB has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. MARIADB SHAREHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE OFFER. SUCH DOCUMENTS SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER. Investors and MariaDB
Shareholders are able to obtain free copies of these materials (if
and when available) and other documents containing important
information about MariaDB and the Offer once such documents are
filed with the SEC through the website maintained by the SEC at
http://www.sec.gov.
The Offer has been made in the United
States pursuant to the Exchange Act and otherwise in
accordance with the requirements of the Irish Takeover Rules.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that may be different from those typically applicable
under US domestic tender offer procedures and law. In addition, the
Offer Document and any other documents relating to the Offer have
been or will be prepared in accordance with the Irish Takeover
Rules and Irish disclosure requirements, format and style, all of
which may differ from those in the United
States.
MariaDB is incorporated under the laws of Ireland. Some of the directors on the MariaDB
Board at the date of this Announcement are resident in a country
other than the United States. As a
result, it may not be possible for United
States holders of MariaDB Shares to effect service of
process within the United States
upon MariaDB or some of the directors of MariaDB or to enforce
against any of them judgements of the
United States predicated upon the civil liability provisions
of the federal securities laws of the
United States. It may not be possible to sue MariaDB or its
officers or director(s) in a non-US court for violations of US
securities laws. In addition, US holders of MariaDB Shares should
be aware that, if K1 and Bidco elect to proceed pursuant to a
scheme of arrangement (as described herein), the federal securities
laws of the United States may not
be applicable.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26 of the Irish Takeover Rules will be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, will be made available on
K1's website (https://k1.com/meridian-offer-update/). Neither
the content of any such website nor the content of any other
website accessible from hyperlinks on such website is incorporated
into, or forms part of, this Announcement.
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SOURCE K1 Investment Management