Offer Update

Rhea-AI Summary

MariaDB plc (NYSE: MRDB) announced that Meridian BidCo , an affiliate of K1 Investment Management, , has settled its unsolicited offer to purchase all issued and to-be-issued ordinary shares of MariaDB. Bidco now owns 88.70% of MariaDB's issued share capital as of July 22, 2024. Bidco intends to compulsorily acquire the remaining shares not acquired in the offer, applying provisions of the Companies Act of 2014 of Ireland.

Compulsory acquisition notices were sent to non-assenting shareholders on July 26, 2024. Unless the Irish High Court orders otherwise, remaining shares will be acquired by Bidco on or about August 26, 2024. Following this process, Bidco plans to delist MariaDB from the NYSE and terminate its registration under the Exchange Act.

Positive

• Bidco has acquired 88.70% of MariaDB's issued share capital, indicating strong investor interest
• The acquisition process is progressing smoothly, with compulsory acquisition notices sent to remaining shareholders

Negative

• MariaDB will be delisted from the New York Stock Exchange, potentially reducing liquidity for remaining shareholders
• Company warrants will expire worthless, resulting in a loss for warrant holders
• Compulsory acquisition may force remaining shareholders to sell their shares without choice

Insights

Financial Analyst

The completion of Bidco's acquisition of MariaDB marks a significant milestone in the database technology sector. With 88.70% of MariaDB's shares now under Bidco's control, we're witnessing the final stages of this takeover.

The compulsory acquisition process for the remaining shares is a standard procedure in such scenarios. Non-Assenting Shareholders should be aware that their shares will likely be acquired at the Offer price by August 26, 2024, barring any successful legal challenges.

Of particular note is the fate of MariaDB's Warrants, which will expire worthless. This outcome underscores the importance of understanding the risks associated with derivative securities in M&A situations.

The impending delisting from the NYSE and termination of SEC reporting obligations will significantly alter MariaDB's public profile. This transition from a public to a private company under K1 Investment Management's control could potentially lead to:

• More agile decision-making without the pressures of quarterly reporting
• Increased focus on long-term strategy rather than short-term market expectations
• Potential for more aggressive growth strategies or restructuring

However, it also means reduced transparency for the broader market regarding MariaDB's performance and strategy going forward.

Legal Expert

The compulsory acquisition process outlined in this announcement is governed by Sections 456 to 460 of the Companies Act of 2014 of Ireland. This legal mechanism allows Bidco to forcibly acquire the remaining shares, a common practice in takeovers where a high percentage of shares have been secured.

Non-Assenting Shareholders have options at this stage:

• Accept the inevitable acquisition at the Offer price
• Apply to the Irish High Court for an alternative arrangement, though the bar for success is typically high in such cases

The 30-day notice period is a critical timeframe for shareholders to consider their position. It's worth noting that the compulsory acquisition will proceed automatically unless successfully challenged in court.

The termination of MariaDB's registration under the Exchange Act is a significant legal step. It effectively ends the company's obligations as a publicly traded entity in the U.S., including regular financial disclosures and compliance with certain corporate governance standards.

Warrant holders should be particularly attentive to the statement that these securities will "expire worthless." This underscores the importance of carefully reviewing the terms of such instruments, especially in M&A scenarios.

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.

COMPULSORY ACQUISITION NOTICES

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 (the “MariaDB Shares”). The Offer was settled in accordance with its terms on July 25, 2024. Bidco now owns 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 of 2014 of Ireland 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.

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 MariaDB Shares to be delisted from the New York Stock Exchange and terminate the registration of the MariaDB 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.

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/20240725543747/en/

Investors:

ir@mariadb.com

Media:

pr@mariadb.com

Source: MariaDB

FAQ

What percentage of MariaDB (MRDB) shares does Bidco now own?

Bidco now owns 61,263,283 MariaDB Shares, representing 88.70% of the issued share capital of MariaDB as of July 22, 2024.

When will Bidco compulsorily acquire the remaining MariaDB (MRDB) shares?

Bidco is expected to compulsorily acquire the remaining MariaDB shares on or about August 26, 2024, unless the Irish High Court orders otherwise.

What will happen to MariaDB's (MRDB) listing on the New York Stock Exchange?

Following the compulsory acquisition process, Bidco intends to delist MariaDB shares from the New York Stock Exchange and terminate its registration under the U.S. Securities Exchange Act.

What happens to MariaDB (MRDB) warrants after the acquisition?

There will be no redemption rights or liquidating distributions for MariaDB's warrants, which will expire worthless.