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.
THIS
IS AN ANNOUNCEMENT UNDER RULE 2.9 OF THE IRISH TAKEOVER PANEL ACT, 1997,
TAKEOVER RULES 2022 (THE "IRISH TAKEOVER RULES").
BIDCO, K1 AND K5 NOW HAVE IRREVOCABLE SHAREHOLDER
SUPPORT IN RESPECT OF 68.51% OF MARIADB SHARES
MANHATTAN BEACH, Calif.,
May 20, 2024 /PRNewswire/ -- On
24 April 2024, K1 Investment
Management, LLC ("K1") made an announcement pursuant to
Rule 2.7 of the Irish Takeover
Rules (the "Rule
2.7 Announcement") of a firm intention by Meridian Bidco
LLC ("Bidco"), a newly formed Affiliate of K1, as
manager of K5 Private Investors, L.P. ("K5"), to make an
offer to acquire the entire issued and to be issued share capital
of MariaDB plc ("MariaDB") (the "Offer").
The terms and conditions of the Offer are set out in the Rule
2.7 Announcement and will be set out in full in the Offer
Document.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, shall have the
meanings given to them in the Rule 2.7 Announcement.
Additional Irrevocable Undertakings
K1, K5 and Bidco announce that they have received further
irrevocable undertakings each dated 17 May 2024 to accept
the Offer, or (where Bidco and/or the K1
Group elects to switch to a scheme
of arrangement with respect to MariaDB plc under the Companies
Act 2014) the scheme of arrangement under the
Companies Act 2014, from each of the below listed
parties in respect of, in aggregate,
12,376,128 MariaDB
Shares, representing in aggregate approximately
17.93% of the existing issued share capital
of MariaDB as at 16 May
2024.
These undertakings continue to be binding in the event of a competing offer for MariaDB.
Further details of these irrevocable undertakings (including the
circumstances in which they may lapse and cease to be binding) is
set out below:
Shareholder
|
Number of
MariaDB Shares
as at 16 May 2024
to which the
irrevocable
undertaking
relates
|
Approximate % of
the existing
issued share
capital of
MariaDB as at 16
May 2024
|
Election for Cash
Offer or Unlisted
Unit Alternative
|
Highbar Partners II LP
|
1,650,981
|
2.39 %
|
Cash Offer
|
Highbar Partners Fund
LP
|
33,964
|
0.05 %
|
Cash Offer
|
Highbar Entrepreneur
Partners II LP
|
12,883
|
0.02 %
|
Cash Offer
|
Vinland Long Bias Fund
Ltd
|
343,252
|
0.50 %
|
Cash Offer
|
Vinland Macro
Fund Ltd
|
117,600
|
0.17 %
|
Cash Offer
|
Vinland Macro
High Vol
Fund Ltd
|
591,780
|
0.86 %
|
Cash Offer
|
Finnish Investment LTD
|
2,108,352
|
3.05 %
|
Cash Offer
|
Carola Sevlius
|
267,272
|
0.39 %
|
No election made
|
Fantasy Talent
International Limited
|
620,541
|
0.90 %
|
Unlisted Unit
Alternative
|
Vista
Associates
Corporation
|
589,131
|
0.85 %
|
Unlisted Unit
Alternative
|
North Land Global Limited
|
1,426,480
|
2.07 %
|
Unlisted Unit
Alternative
|
Star Advantage Global
Limited
|
620,541
|
0.90 %
|
Unlisted Unit
Alternative
|
Realmplus Limited
|
1,241,081
|
1.80 %
|
No election made
|
Andreas Bechtolsheim
|
1,423,522
|
2.06 %
|
Cash Offer
|
Lombard International
Assurances SA
|
923,158
|
1.34 %
|
No election made
|
Kaj Arnö
|
298,353
|
0.43 %
|
No election made
|
David
Axmark
|
107,237
|
0.16 %
|
No election made
|
TOTAL
|
12,376,128
|
17.93 %
|
|
Each of the above mentioned irrevocable undertakings shall lapse and cease to have any effect on and
from the earliest of the following occurrences:
• Bidco and/or the K1 Group
publicly announces that it does not
intend to make or proceed with
the Offer and no new, revised or replacement offer or scheme
is announced in accordance with Rule 2.7 of the
Irish Takeover Rules, either at the same time or within two days of
such announcement; or
• the Offer
lapses, closes or is withdrawn (which, for the avoidance of doubt, will not be deemed
to have occurred only by reason of Bidco and/or the K1 Group
electing to switch to a scheme of arrangement with respect to
MariaDB under the Companies Act 2014); or
• the Offer becomes or is declared unconditional in all
respects or (where Bidco and/or the K1 Group elects to switch to a
scheme of arrangement with respect to MariaDB under the Companies
Act 2014), the scheme of arrangement under the Companies Act 2014
becomes effective.
Total Irrevocable Support
Therefore, in aggregate K1, K5 and Bidco have now received
irrevocable undertakings to accept the Offer, or (where Bidco
and/or the K1 Group elects to switch to a scheme of arrangement
with respect to MariaDB plc under the Companies Act 2014) the
scheme of arrangement under the Companies Act 2014, in respect
of, in aggregate 47,288,825 MariaDB
Shares and representing approximately
68.51% of the existing issued share capital of
MariaDB as at 16 May 2024. Further
details of the irrevocable undertakings procured by Bidco, K5 and
K1 prior to this Announcement are set out in the Rule 2.7
Announcement.
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 (including the Unlisted Unit Alternative) 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 (including the Unlisted Unit
Alternative) 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 (including the Unlisted Unit Alternative)
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 (including the
Unlisted Unit Alternative) 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 shall be
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, if
any. A solicitation and an offer to buy MariaDB
Shares will be made pursuant
to a Tender Offer Statement on Schedule TO that Bidco
intends to file with the SEC.
At the time the tender
offer is commenced, MariaDB will file 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
WILL 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 will be 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, if made, will be 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 will be 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 U.S. 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
This Announcement, together with all information incorporated
into this document by reference to another source, 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.
Rounding
Certain figures included in this Announcement have been
subjected to rounding adjustments. Accordingly, any figures
shown for the same category presented
in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic
aggregation of the figures that precede them.
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