Offer Update

Rhea-AI Summary

MariaDB plc (NYSE: MRDB) announced that Meridian BidCo , an affiliate of K1 Investment Management, , has completed its unsolicited offer to purchase all issued and to-be-issued ordinary shares of MariaDB. As of July 23, 2024, the offer became unconditional and closed to further acceptances. Bidco received valid acceptances for 61,263,283 MariaDB shares, representing 88.70% of the issued share capital as of July 22, 2024. The cash consideration for valid acceptances is expected to be settled on July 25, 2024. Bidco intends to apply for compulsory acquisition of remaining outstanding shares not acquired through the offer, following the same terms. Compulsory acquisition notices will be sent to non-assenting shareholders, with a 30-day period for potential Irish High Court applications.

Positive

• Successful completion of the tender offer with 88.70% of shares acquired
• Cash settlement for valid acceptances expected on July 25, 2024
• Bidco to initiate compulsory acquisition process for remaining shares

Negative

• Potential forced sale for remaining shareholders who did not accept the offer

Insights

Financial Analyst

Expertise and Authority: As a Financial Analyst, it's critical to assess the significance of Bidco's successful tender offer for MariaDB. This acquisition signals a major shift in ownership and control, which can have profound implications for MariaDB's future strategy and operations. The tender offer successfully garnered 88.70% of MariaDB's issued share capital, a clear indication of substantial shareholder approval.

Content Quality and Value: For investors, the immediate impact is the certainty of cash consideration for their shares, which will be settled promptly. This certainty can be a relief, especially in volatile market conditions. Furthermore, Bidco's acquisition may lead to operational realignments or strategic pivot that could affect MariaDB's financial performance and market positioning in the long term.

User-Focused Content: Retail investors should watch for any changes in MariaDB's operational strategy post-acquisition. While the short-term benefit is the cash payout, the long-term implications could range from enhanced efficiencies under new management to possible restructuring. It's important for stakeholders to understand that this move might lead to variations in stock performance and dividends, depending on Bidco's future strategies for MariaDB.

Presentation and Structure: This acquisition is important due to its scale and the subsequent compulsory acquisition of remaining shares, which will centralize ownership and decision-making under Bidco. This shift can be beneficial if Bidco leverages its resources for MariaDB's growth but could also imply changes in governance which investors need to monitor closely.

Legal Expert

Expertise and Authority: From a legal standpoint, the compulsory acquisition process outlined by Bidco under Sections 456 to 460 of the Companies Act 2014 is significant. This mechanism allows Bidco to acquire remaining shares mandatorily, ensuring complete control over MariaDB.

Content Quality and Value: The initiation of compulsory acquisition notices to Non-Assenting Shareholders demonstrates Bidco's commitment to consolidating ownership. For investors, this legal pathway ensures that all shares will be purchased on the same terms as the initial offer, providing a fair exit opportunity for shareholders who may not have initially accepted the tender offer.

User-Focused Content: Retail investors should be aware that if they did not accept the initial offer, they will receive compulsory acquisition notices. It's important to understand this process as it assures that the terms of the offer remain consistent for all shareholders, providing legal protection and uniformity in the share acquisition process.

Presentation and Structure: The legal clarity provided by these compulsory acquisitions ensures a smooth transition and minimizes potential disputes or uncertainties. This structured approach can provide confidence to investors about the orderly execution of the acquisition, adhering to legal standards and protecting shareholder interests.

Market Research Analyst

Expertise and Authority: From a market perspective, the completion of Bidco's acquisition of MariaDB represents a significant consolidation in the database management sector. This move is likely to impact market dynamics, competition and potentially lead to shifts in market share among key players.

Content Quality and Value: The substantial acceptance rate of 88.70% indicates strong confidence in Bidco's proposal from MariaDB shareholders. This level of acceptance suggests that investors see potential value creation under Bidco's management, which could result in enhanced market competitiveness for MariaDB.

User-Focused Content: For retail investors, the market implications include a potential revaluation of MariaDB under Bidco's ownership. This could either improve MariaDB's market position through strategic investments and innovations or lead to cost optimizations that might affect service delivery and market perception.

Presentation and Structure: The market should closely observe Bidco's strategic plans post-acquisition. Any investments in technology, talent, or market expansion will be critical indicators of future performance. Retail investors should consider these factors when making future investment decisions related to MariaDB or its competitors.

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.

TENDER OFFER EXPIRATION AND ACCEPTANCES UPDATE

REDWOOD CITY, Calif. & DUBLIN--(BUSINESS WIRE)-- MariaDB plc (NYSE: MRDB) (“MariaDB” or the “Company”) announces that Meridian BidCo LLC (“Bidco”), an affiliate of K1 Investment Management, LLC, put out a press release on the date hereof (the “Bidco press release”) relating to the unsolicited offer (the “Offer”) by Bidco to purchase all of the issued and to be issued ordinary shares of $0.01 each (nominal value) of the Company (“MariaDB Shares”). According to the Bidco press release, as of 5:00 p.m. (New York City time) on July 23, 2024 (the “Expiration Time”), all remaining conditions to the Offer were satisfied, fulfilled or, to the extent permitted, waived. Accordingly, Bidco announced that the Offer has now become unconditional in all respects and is now closed to further acceptances with effect from the Expiration Time.

For acceptances that have been received which are valid and complete in all respects and not properly withdrawn prior to the Expiration Time, the cash consideration payable will be settled in accordance with the terms of the Cash Offer on a date promptly following the Expiration Time, which Bidco currently expects to be July 25, 2024.

According to the Bidco press release, as of the Expiration Time, Bidco received valid acceptances in respect of a total of 61,263,283 MariaDB Shares, representing 88.70% of the issued share capital of MariaDB as of July 22, 2024.

According to the Bidco press release and as previously announced, Bidco now intends to apply the provisions of Sections 456 to 460 of the Companies Act 2014 to acquire compulsorily, on the same terms as the Offer, any outstanding MariaDB Shares not acquired or agreed to be acquired pursuant to the Offer.

According to the Bidco press release, Bidco proposes to shortly send compulsory acquisition notices (the “Notices”) to those MariaDB shareholders who have not yet accepted the Offer (the “Non-Assenting Shareholders”). Following the expiration of 30 calendar days from the date of the Notices, unless a Non-Assenting Shareholder has applied to the Irish High Court and the Irish High Court orders otherwise, the MariaDB Shares held by Non-Assenting Shareholders will be acquired compulsorily by Bidco on the same terms as the Offer.

Capitalised terms used but not defined in this announcement have the same meaning given to them in the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the United States Securities and Exchange Commission on May 24, 2024 (as amended and restated and supplemented).

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 90% of proprietary database costs. Trusted by organizations such as Bandwidth, DigiCert, InfoArmor, Oppenheimer and Samsung, MariaDB’s software is the backbone of critical services that people rely on every day. For more information, please visit mariadb.com.

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.

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, 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 Ireland may be restricted or affected by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, mailed or otherwise forwarded, distributed or sent in, into, or from any such jurisdiction. Therefore, persons who receive this announcement (including without limitation nominees, trustees and custodians) and are subject to the laws of any jurisdiction other than Ireland who are not resident in Ireland will need to inform themselves about, and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

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/20240723498698/en/

Investors:

ir@mariadb.com

Media:

pr@mariadb.com

Source: MariaDB

FAQ

What percentage of MariaDB (MRDB) shares did Bidco acquire in the tender offer?

Bidco acquired 61,263,283 MariaDB shares, representing 88.70% of the issued share capital as of July 22, 2024.

When will the cash consideration be settled for MariaDB (MRDB) shareholders who accepted the offer?

The cash consideration for valid acceptances is expected to be settled on July 25, 2024.

What happens to MariaDB (MRDB) shareholders who did not accept Bidco's offer?

Bidco intends to apply for compulsory acquisition of remaining shares. Non-assenting shareholders will receive notices and have 30 days to potentially apply to the Irish High Court before their shares are compulsorily acquired.

When did the tender offer for MariaDB (MRDB) shares expire?

The tender offer expired at 5:00 p.m. (New York City time) on July 23, 2024.