Announcement for the Purposes of Rule 2.12 of the Irish Takeover Rules
2024年3月28日 - 5:22AM
Further to the announcement made by Progress Software Corp.
(
“Progress”) under Rule 2.4 of the Irish Takeover
Rules on March 26, 2024, Progress confirms for the purposes of Rule
2.12 of the Irish Takeover Rules that any offer by Progress for
MariaDB plc (
“MariaDB”) is, or is likely to be,
solely in cash.
Accordingly, there are no disclosure
requirements under Rule 8.1, Rule 8.2 and Rule 8.3 of the Irish
Takeover Rules in relation to relevant securities of Progress.
There can be no certainty that an offer will be
made, or as to the terms on which any offer might be made.
A further announcement will be made as
appropriate.
Contacts: |
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Progress |
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Investor Contact: |
Press Contact: |
Michael Micciche |
Erica McShane |
Progress Software |
Progress Software |
+1 781-850-8450 |
+1 781-280-4000 |
Investor-Relations@progress.com |
PR@progress.com |
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Europa Partners (Financial Advisor to
Progress) |
|
Jan Skarbek, Dominic King: +44 20 7451 4542 |
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About Progress
Progress (Nasdaq: PRGS) provides software that enables
organizations to develop and deploy their mission-critical
applications and experiences, as well as effectively manage their
data platforms, cloud and IT infrastructure. As an experienced,
trusted provider, we make the lives of technology professionals
easier. Over 4 million developers and technologists at hundreds of
thousands of enterprises depend on Progress. Learn more at
www.progress.com.
Responsibility statement
The Progress Responsible Persons (being the
Progress Chief Executive Officer, Chief Financial Officer and Chief
Legal Officer) accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of
the Progress Responsible Persons (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.
Important notice relating to financial
advisor
Europa Partners Limited
(“Europa”), which is authorised by the Prudential
Regulation Authority (“PRA”) and regulated by the
Financial Conduct Authority (“FCA”) and the PRA in
the United Kingdom, is acting exclusively for Progress and for no
one else in connection with the Possible Offer and will not be
responsible to anyone other than Progress for providing the
protections afforded to its clients or for providing advice in
connection with the Possible Offer. Neither Europa, 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 Europa in connection with the Possible Offer, this announcement,
any statement contained herein or otherwise.
General
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 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 this announcement
(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, Progress disclaim any
responsibility or liability for the violations of any such
restrictions by any person.
This announcement is not intended to, and does
not, constitute or form part of (i) an offer or invitation to
purchase or otherwise acquire, subscribe for, tender, exchange,
sell or otherwise dispose of any securities; (ii) the solicitation
of an offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any
securities; or (iii) the solicitation of any vote or approval in
any jurisdiction, pursuant to this announcement or otherwise.
Publication on Website
In accordance with Rule 26.1 of the Irish
Takeover Rules, a copy of this announcement will be available on
Progress’ website: www.progress.com promptly and in any event
by no later than 12:00 p.m. (New York time) on the business day
following this announcement. The content of this website is not
incorporated into and does not form part of this announcement.
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