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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MariaDB PLC | NYSE:MRDB | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.5402 | 0 | 01:00:00 |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1.
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issuer tender offer subject to Rule 13e-4.
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going-private transaction subject to Rule 13e-3.
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amendment to Schedule 13D under Rule 13d-2.
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
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If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
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Exhibit No. | Description |
Amended and Restated Offer Document, dated June 24, 2024.*
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Letter of Transmittal.*
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Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
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Long Form Advertisement as published in The New York Times on May 24, 2024.*
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Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on February 16, 2024.*
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Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on March 13, 2024.*
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Announcement issued pursuant to Rule 2.7 of the Irish Takeover Rules issued on April 24, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on April 24, 2024.*
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Announcement issued pursuant to Rule 2.9 of the Irish Takeover Rules issued on May 20, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 20, 2024.*
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Announcement issued pursuant to Rule 24.1(b) of the Irish Takeover Rules issued on May 22, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 22, 2024.*
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Announcement Regarding Publication and Posting of Offer Document issued on May 24, 2024.*
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Announcement Regarding Rule 15 Proposals issued on May 31, 2024.*
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Announcement Regarding Rule 15 Proposal issued on June 7, 2024.*
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Announcement Regarding Offer Update: Exercise of Rollover Withdrawal Right and Withdrawal of the Unlisted Unit Alternative from the Offer issued on June 17, 2024.*
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Announcement Regarding Publication and Posting of Amended and Restated Offer Document and Update to the Offer Timetable issued on June 24, 2024.*
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Announcement Regarding Amendment and Supplement to Tender Offer Document and Tender Offer Statement on Schedule TO issued on July 5, 2024*
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(a)(1)(Q) | Announcement Regarding Lowering of Acceptance Condition and Offer Unconditional as to Acceptances issued on July 10, 2024. |
(b)
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Not applicable.
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Equity Commitment Letter, dated April 24, 2024 by and between K5 Private Investors, L.P. and Meridian BidCo LLC.*
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Loan Purchase Agreement, dated as of April 24, 2024, by and among RP Ventures LLC, Runa Capital II (GP), Runa Capital Opportunity I (GP), Runa Ventures I Limited and Meridian Topco LLC.*
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Pre-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors—6. Disclosable Transactions—Irrevocables.”*
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Post-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors—6. Disclosable Transactions—Irrevocables.”*
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Form of Irrevocable Undertaking between Meridian BidCo LLC and Runa Entities.*
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(g)
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Not applicable.
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(h)
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Not applicable.
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Filing Fee Table.*
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MERIDIAN BIDCO LLC
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By:
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/s/ Sujit Banerjee
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Name:
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Sujit Banerjee
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Title:
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President
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MERIDIAN TOPCO LLC
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By:
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K5 PRIVATE INVESTORS, L.P.,
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Managing Member
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By:
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K5 CAPITAL ADVISORS, L.P.,
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General Partner
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By:
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K1 INVESTMENT MANAGEMENT, LLC,
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General Partner
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By:
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/s/ R. Neil Malik
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Name:
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R. Neil Malik
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Title:
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Managing Member
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K5 PRIVATE INVESTORS, L.P.
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By:
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K5 CAPITAL ADVISORS, L.P.,
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General Partner
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By:
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K1 INVESTMENT MANAGEMENT, LLC,
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General Partner
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By:
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/s/ R. Neil Malik
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Name:
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R. Neil Malik
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Title:
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Managing Member
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K5 CAPITAL ADVISORS, L.P.
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By:
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K1 INVESTMENT MANAGEMENT, LLC,
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General Partner
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By:
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/s/ R. Neil Malik
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Name:
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R. Neil Malik
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Title:
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Managing Member
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K1 INVESTMENT MANAGEMENT, LLC
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By:
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/s/ R. Neil Malik
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Name:
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R. Neil Malik
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Title:
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Managing Member
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•
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As of 1:00 p.m. (New York City time) on 9 July 2024, valid acceptances received in respect of 78.43% of the issued share capital of MariaDB as of 8 July 2024.
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As of 5:00 p.m. (New York City time) on 9 July 2024, valid acceptances received in respect of 82.33% of the issued share capital of MariaDB as of 8 July 2024.
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•
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If you hold your MariaDB Shares directly as the holder of record, complete and sign the Letter of Transmittal (either manually or electronically) (or, in the case of a book-entry transfer,
deliver an Agent’s Message in lieu of the Letter of Transmittal) that accompanied the Offer Document (which constitutes the form of acceptance for the Offer for the purposes of the Irish Takeover Rules) in accordance with the instructions
set forth therein and mail or electronically deliver the Letter of Transmittal with any required signature guarantees and all other required documents to Computershare Trust Company, N.A. (the “Exchange
Agent”). Letters of Transmittal from certificated MariaDB Shareholders should be accompanied by share certificates in respect of the MariaDB Shares tendered. These materials must be delivered to the Exchange Agent prior to the
Expiration Time. See Part 3 of Appendix 1 to the Offer Document for further details on the procedures for book-entry transfer.
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If you hold your MariaDB Shares through a broker, dealer, commercial bank, trust company or other nominee, request your broker, dealer, commercial bank, trust company or other nominee to
tender your MariaDB Shares through DTC’s Automated Tender Offer Program (“ATOP”) prior to the Expiration Time.
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Lazard (Financial Advisor to K1 and Bidco)
Adrian Duchini, Keiran Wilson, Charles White
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Tel: +44 20 7187 2000
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Haven Tower Group (Public Relations Advisor to K1)
Donald Cutler, Brandon Blackwell
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Tel: +1 424 317 4850
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1 Year MariaDB Chart |
1 Month MariaDB Chart |
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