MANHATTAN BEACH, Calif., July 26,
2024 /PRNewswire/ -- Meridian BidCo LLC
("Bidco"), an affiliate of K1 Investment Management, LLC
("K1"), announced earlier this week that its tender offer to
acquire the entire issued and to be issued share capital of MariaDB
plc ("MariaDB") for $0.55 per
share (the "Offer") had expired. The Offer was settled in
accordance with its terms on July 25,
2024. Bidco now owns 61,263,283 MariaDB ordinary
shares, representing 88.70% of the issued share capital of MariaDB
as of July 22, 2024.
As previously announced, Bidco now intends to apply the
provisions of Sections 456 to 460 of the Companies Act of 2014 of
Ireland to acquire compulsorily,
on the same terms as the Offer, any outstanding ordinary shares of
MariaDB not acquired or agreed to be acquired pursuant to the
Offer.
On July 26, 2024, Bidco sent
compulsory acquisition notices (the "Notices") to those
MariaDB shareholders who did not accept the Offer (the
"Non-Assenting Shareholders"). Following the expiration of
30 calendar days from the date of the Notices, which is expected to
be August 25, 2024 (the
"Expiration Time"), unless a Non-Assenting Shareholder has
applied to the Irish High Court and the Irish High Court orders
otherwise, the shares of MariaDB held by Non-Assenting Shareholders
will be acquired compulsorily by Bidco (without any action on the
part of such shareholders) on the same terms as the Offer, on or
about August 26, 2024. The cash
consideration payable will be settled no later than three business
days after the Expiration Time. There will be no redemption rights
or liquidating distributions with respect to the Company's
warrants, which will expire worthless.
Following the compulsory acquisition process, Bidco intends to
cause the ordinary shares of MariaDB to be delisted from the New
York Stock Exchange and terminate the registration of the MariaDB
ordinary shares under the U.S. Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and suspend MariaDB's
reporting obligations under the Exchange Act as promptly as
possible.
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 Meridian TopCo LLC 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 matters referred to in this announcement 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 matters referred to in this announcement 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.
Forward Looking Statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by MariaDB, Bidco, K1 or any
member of the K1 Group (as defined below) contain statements which
are, or may be deemed to be, "forward looking statements." Such
forward looking statements are prospective in nature and are not
based on historical facts, but rather on current expectations and
on numerous assumptions regarding the business strategies and the
environment in which any member of the K1 Group (including, after
closing of the Offer, any of MariaDB and its subsidiaries and
subsidiary undertakings (the "MariaDB Group")) shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements. The forward looking statements
contained in this announcement relate to K1, any member of the K1
Group's (including any member of the MariaDB Group) future
prospects, developments and business strategies, the progress of
the compulsory acquisition process, the outcome of legal
proceedings that may be instituted against the K1 Group and/or
others relating to the Offer, potential adverse reactions or
changes to business relationships resulting from the completion of
the Offer, significant or unexpected costs, charges or expenses
resulting from the Offer, negative effects of this announcement or
the consummation of the Offer on the market price of MariaDB's
Shares, and potential failure to realize the expected benefits of
the Offer and other statements other than historical facts. In some
cases, these forward looking statements can be identified by the
use of forward looking terminology, including the terms "believes,"
"estimates," "will look to," "would look to," "plans," "prepares,"
"anticipates," "expects," "is expected to," "is subject to,"
"intends," "may," "will," "shall" or "should" or their negatives or
other variations or comparable terminology. By their nature,
forward looking statements involve risk and uncertainty because
they relate to events and depend on circumstances that shall occur
in the future. These events and circumstances include changes in
global, political, economic, business, competitive, and market
conditions and regulatory forces, future exchange and interest
rates, changes in tax rates and future business combinations or
disposals. If any one or more of these risks or uncertainties
materializes or if any one or more of the assumptions prove
incorrect, actual results may differ materially from those
expected, estimated or projected. Such forward looking statements
should therefore be construed in the light of such factors. Neither
K1, Bidco nor any member of the K1 Group, nor any of their
respective associates or directors, officers or advisers, provides
any representation, assurance or guarantee that the occurrence of
the events expressed or implied in any forward looking statements
in this announcement shall actually occur. The forward looking
statements speak only as of the date of this announcement. All
subsequent oral or written forward looking statements attributable
to any of K1 and all of its affiliates, including K5 Private
Investors, L.P. (the "K1 Group"), or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above. K1 and the K1 Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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.
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SOURCE K1 Investment Management