Offer Update
On June 24, 2024, Meridian Bidco filed an amended and restated Tender Offer Statement with the U.S. Securities and Exchange Commission (SEC), proposing to acquire all issued and to be issued shares of MariaDB (NYSE: MRDB). This includes a Rule 13e-3 Transaction Statement. Concurrently, MariaDB filed an amended Solicitation/Recommendation Statement in response. These documents, along with supplementary materials, will be available on MariaDB's investor relations website. This action follows Rule 27.1(a) of the Irish Takeover Panel Act 1997. The filings are part of an ongoing acquisition process and aim to comply with various legal and regulatory requirements.
- None.
- MariaDB's issuance of an amended and restated Solicitation/Recommendation Statement indicates the complexity and potential difficulties in the acquisition process.
- The need for extensive filings and documentation suggests a significant regulatory burden which could impact business operations.
- The acquisition may lead to uncertainties among shareholders regarding the future of their investments.
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.
PUBLICATION AND POSTING OF AMENDED AND RESTATED SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9
In accordance with Rule 27.1(a) of the Irish Takeover Panel Act 1997, Takeover Rules, 2022 (the “Irish Takeover Rules”), on 24 June 2024, in response to the Amended and Restated Offer Document, the Company filed with the SEC and mailed to the shareholders of MariaDB an amended and restated Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC, which together with the IBI Letter (as defined therein) and the Annexes thereto, constitutes an amended and restated “first response circular” (as defined in Rule 25.1 of the Irish Takeover Rules) (the “Amended and Restated Response Circular”).
A copy of this announcement, the Amended and Restated Response Circular and the documents required to be published pursuant to Rule 26 of the Irish Takeover Rules, subject to certain restrictions relating to persons resident in restricted jurisdictions, shall also be made available on MariaDB’s website (investors.mariadb.com/k1-offer/). 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.
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
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(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in
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.
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 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), 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 Offer and related actions and events, please review “Risk Factors” 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
The release, publication or distribution of this announcement in, into, or from, certain jurisdictions other than
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/20240625148499/en/
Investors:
ir@mariadb.com
Media:
pr@mariadb.com
Source: MariaDB
FAQ
What is the significance of Meridian Bidco 's amended Tender Offer Statement for MariaDB (MRDB)?
When were the amended Tender Offer and Solicitation/Recommendation Statements filed for MariaDB (MRDB)?
What documents are included in MariaDB's amended Solicitation/Recommendation Statement?
Where can shareholders find the documents related to the amended offer for MariaDB (MRDB)?