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 2.4
OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE
"TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY SUCH OFFER WILL BE MADE.
POSSIBLE CASH OFFER
for
MARIADB PLC
by
PROGRESS SOFTWARE CORP.
Summary
- Further to the
announcement made by Progress Software Corp.
(“Progress”) on March 26, 2024 (the
“March Possible Offer
Announcement”), Progress is today announcing, under Rule
2.4 of the Irish Takeover Rules, that it is considering a possible
offer (the “Possible Offer”) to acquire all of the
debt and the entire issued and to be issued share capital of
MariaDB plc (“MariaDB”).
- Under the Possible
Offer, each MariaDB shareholder would be entitled to receive:
- $0.60 for
each MariaDB share, payable in cash.
- The Possible Offer
would represent a premium of approximately:
- 9 per cent. to the
possible offer of $0.55 per share made by K1 Capital, announced on
February 16, 2024;
- 88 per cent. to
MariaDB’s average closing share price on the last 30 trading days
prior to the March Possible Offer Announcement; and
- 216 per cent. to
MariaDB’s closing share price on February 5, 2024, the last full
trading day prior to the announcement by MariaDB of a forbearance
agreement with RP Ventures LLC.
- The Possible Offer
values MariaDB’s entire issued ordinary share capital at
approximately $40.6 million.
- In addition, in
connection with the closing of the transactions contemplated by the
Possible Offer, Progress proposes that it would complete the
purchase or repayment of the Senior Secured Promissory Note issued
by MariaDB to RP Ventures LLC (“RP Ventures”), a
company associated with Runa Capital, Inc.
(“Runa”), on October 10, 2023 (the “RP
Note”), with RP Ventures being entitled to receive:
- $40 million
in total with respect to the RP Note (but excluding any amounts
attributable to ownership of MariaDB shares).
- This represents a
premium of approximately 55 per cent. to the outstanding amount of
the RP Note including the principal and accrued interest as of
March 31, 2024 of approximately $25.9 million.
- The Possible Offer
implies an enterprise value of approximately $100.6 million and a
multiple of approximately 2 times MariaDB’s revenue for the twelve
months ended December 31, 2023.
- Given the liquidity
challenges faced by MariaDB, there are other potential outstanding
liabilities, estimated to be approximately $20 million, which would
be assumed by Progress should it complete an acquisition of
MariaDB.
- Progress is
engaging with stakeholders with a view towards making a firm offer,
under Rule 2.7 of the Irish Takeover Rules, to acquire all of the
debt and the entire issued and to be issued share capital of
MariaDB (the “Firm Offer”) as quickly as
possible.
- Commenting
on today’s announcement, Yogesh Gupta, CEO of Progress,
said:
- “Our ongoing due
diligence of MariaDB’s business has continued to strengthen our
belief that Progress is the ideal fit for the customers,
shareholders, people and community members of MariaDB. We remain
excited about a possible combination with MariaDB and look forward
to continuing our engagement and rapidly bringing this matter to a
mutually beneficial conclusion.”
Progress Background to and Reasons for
the Possible
Offer
- Progress believes
there is a compelling strategic and financial rationale for an
acquisition of MariaDB by Progress, and believes that Progress is
the ideal long-term partner for MariaDB.
- Progress believes
the relational database management (RDBMS) product from MariaDB
offers an attractive value proposition for its customers looking
for a scalable, reliable open-source RDBMS and that it has a proven
track record of both delivering mission-critical database
management products and collaborating with and nurturing a vibrant
open-source community.
- Progress believes
that MariaDB would be an excellent addition to the Progress
portfolio, by providing relational database capabilities to
customers with applications built with a wide variety of languages
and approaches. Progress has made other recent acquisitions to
extend its database capabilities, and believes that the combination
of data platforms provides the means for our customers to embrace
AI, leveraging private information with LLMs using Retrieval
Augmented Generation.
- Customer success,
along with innovation and acquisition, is foundational to Progress’
strategy and is reflected by its high retention rates and customer
satisfaction scores. Progress has a track record of success that
goes back more than 40 years and is proud to have customers who
have used Progress products since its foundation and continue to
rely on and expand their use of Progress products. Progress has a
robust portfolio of infrastructure software products to build,
deploy and manage enterprise applications. Progress believes that
this robust portfolio and proven financial success and stability
make Progress the ideal long-term partner for MariaDB.
- Progress believes
that MariaDB is an attractive business. We strongly believe in the
benefits of the combination of MariaDB's products, customer
relationships and people.
- Progress believes
that the Possible Offer aligns to Progress’ strategy and track
record of acquisitions, and MariaDB meets many aspects of Progress’
disciplined approach to acquisitions.
- Overall, Progress
believes that ownership of MariaDB by Progress provides the best
environment for MariaDB to grow and provides a platform of
long-term stability and investment for the company, its customers,
employees and wider stakeholders.
MariaDB’s financial position, Board
composition and transaction structure
- Progress
understands that the MariaDB Board has been placed in a difficult
position because of its challenging financial position. Progress
also understands that RP Ventures has the right to foreclose the RP
Note, resulting in a potential liquidity issue, and that RP
Ventures has de facto controlling rights over the Maria DB
Board.
- In formulating the
Possible Offer, Progress has balanced the requirement for the RP
Note to be purchased or repaid at a significant premium and the
interests of the MariaDB business, MariaDB shareholders and all
other stakeholders. Progress believes that the Possible Offer
achieves this balance and is in the best interest of all
stakeholders.
- The Possible Offer
also presents the opportunity for ownership of MariaDB by Progress,
which Progress believes provides the best environment for MariaDB
to grow and provides a platform of long-term stability and
investment for the company and its stakeholders.
Due Diligence
- Since the March
Possible Offer Announcement, Progress has been provided with due
diligence information in order to evaluate the Possible Offer, and
Progress has invested significantly in the due diligence process
with support from third parties. The due diligence undertaken to
date has enhanced Progress’ assessment of the enterprise value of
MariaDB.
- Progress’ due
diligence is at an advanced stage, and Progress expects to complete
its due diligence process quickly once a set of outstanding due
diligence items requested are received.
Preconditions
- The making of the
Possible Offer is subject to the satisfaction or waiver of the
following preconditions:
- MariaDB continuing
to trade as a going concern and being funded for the period prior
to the completion of the Possible Offer and, subject to consent
from the Irish Takeover Panel, that prior to an announcement
pursuant to Rule 2.7 of the Irish Takeover Rules being made, RP
Ventures enters into an agreement with Progress (on terms
satisfactory to Progress) that on any Firm Offer being declared
wholly unconditional or the effective date of a scheme, RP Ventures
shall unconditionally sell (or accept repayment for) the debt owed
to RP Ventures from MariaDB to Progress;
- the completion of
due diligence in a form satisfactory to Progress;
- any offer made by
Progress receiving the recommendation of the MariaDB Board;
and
- the receipt of
irrevocable undertakings from shareholders in a form and amount
acceptable to Progress.
- The preconditions
set out above may be waived in whole or in part by Progress at its
sole discretion. There can be no certainty that an offer will be
made, even if the preconditions referred to above are satisfied or
waived.
- In accordance with
Rule 2.6(a) of the Irish Takeover Rules, Progress is required, by
no later than 5.00 p.m. ET on May 7, 2024 (being the 42nd day
following the March Possible Offer Announcement) to either:
(i) announce a firm intention to make an
offer for MariaDB in accordance with Rule 2.7 of the Irish Takeover
Rules; or
(ii) announce that it does not intend to
make such an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Irish Takeover Rules
applies.
- This deadline can be extended with the consent of the Irish
Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover
Rules.
- Progress confirms
that the Possible Offer is a possible offer under Rule 2.4 of the
Irish Takeover Rules for all the issued and to be issued share
capital of MariaDB. The Possible Offer would be made following the
satisfaction of the preconditions set out below. Such preconditions
may be waived in whole or in part by Progress at its sole
discretion.
- Progress reserves
the right to effect the Possible Offer either by way of an Irish
High Court-sanctioned scheme of arrangement or a Takeover Offer
under Chapter 1 of Part 9 of the Companies Act 2014.
Enquiries
Progress
Investors: Michael
Micciche +1
781-850-8450 Investor-Relations@progress.com
Media:
Erica McShane
+1
781-280-4000 PR@progress.com
Europa Partners (Financial Advisor to
Progress)
Jan
Skarbek +44
20 7451 4542
Dominic King
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 board of directors accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the Progress board of
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.
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.
Further Information; No Offer or
Solicitation
This announcement 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 Possible 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.
Disclosure Requirements under the Irish
Takeover Rules
Under Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of MariaDB or a securities exchange offeror
(being any offeror other than an offeror which has announced that
its offer is, or is likely to be, solely in cash) must make an
'opening position disclosure' following the commencement of the
'offer period' and, if later, following the announcement in which
any securities exchange offeror is first identified. An 'opening
position disclosure' must contain, among other things, details of
the person's 'interests' and 'short positions' in any 'relevant
securities' of each of (i) MariaDB and (ii) any securities exchange
offeror(s).
An 'opening position disclosure' by a person to
whom Rule 8.3(a) applies must be made by no later than 3:30 pm
(Irish time) on the day that is ten 'business days' following the
commencement of the 'offer period' and, if appropriate, by no later
than 3:30 pm (Irish time) on the day that is ten 'business days'
following the announcement in which any securities exchange offeror
is first identified.
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 no later than 3:30 pm
(Irish 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. A disclosure table, giving details of the
companies in whose 'relevant securities' 'dealings' should be
disclosed can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
If two or more persons co-operate on the basis
of an agreement or understanding, whether express or tacit, either
oral or written, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Irish Takeover Rules. Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1 and 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 and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the 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.
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.
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 2.4
OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE
"TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO
MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES. THERE CAN BE NO
CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH
ANY SUCH OFFER WILL BE MADE.
POSSIBLE CASH OFFER
for
MARIADB PLC
by
PROGRESS SOFTWARE CORP.
1 INTRODUCTION
Further to the announcement made by Progress
Software Corp. (“Progress”) on March 26, 2024 (the
“March Possible Offer
Announcement”), Progress is today announcing, under Rule
2.4 of the Irish Takeover Rules, that it is considering a possible
offer (the “Possible Offer”) to acquire all of the
debt and the entire issued and to be issued share capital of
MariaDB plc (“MariaDB”).
Progress confirms that the Possible Offer is a
possible offer under Rule 2.4 of the Irish Takeover Rules for all
the issued and to be issued share capital of MariaDB. The Possible
Offer would be made following the satisfaction of the preconditions
set out below. Such preconditions may be waived in whole or in part
by Progress at its sole discretion.
Progress reserves the right to effect the
Possible Offer either by way of an Irish High Court-sanctioned
scheme of arrangement or a Takeover Offer under Chapter 1 of Part 9
of the Companies Act 2014.
2 THE
POSSIBLE OFFER
Under the Possible Offer, each MariaDB
shareholder would be entitled to receive:
- $0.60 for
each MariaDB share, payable in cash.
The Possible Offer would represent a premium of
approximately:
- 9 per cent. to the
possible offer of $0.55 per share made by K1 Capital, announced on
February 16, 2024;
- 88 per cent. to
MariaDB’s average closing share price on the last 30 trading days
prior to the March Possible Offer Announcement by Progress on March
26, 2024; and
- 216 per cent. to
MariaDB’s closing share price on February 5, 2024, the last full
trading day prior to the announcement by MariaDB of a forbearance
agreement with RP Ventures LLC.
The Possible Offer values MariaDB’s entire
issued ordinary share capital at approximately $40.6 million.
The MariaDB Shares would be acquired pursuant to
the Possible Offer fully paid and free from all liens, charges,
equities, encumbrances, rights of pre-emption and any other
interests of any nature whatsoever and together with all rights
attaching thereto, including without limitation voting rights and
the right to receive and retain in full all dividends and other
distributions (if any) announced, declared, made or paid with a
record date on or after the Effective Date.
In addition, in connection with the closing of
the transactions contemplated by the Possible Offer, Progress
proposes that it would complete the purchase or repayment of the
Senior Secured Promissory Note issued by Maria DB to RP Ventures
LLC (“RP Ventures”), a company associated with
Runa Capital, Inc. (“Runa”), on October 10, 2023
(the “RP Note”), with RP Ventures being entitled
to receive:
- $40 million
in total with respect to the RP Note (but excluding any amounts
attributable to ownership of MariaDB shares).
- This represents a
premium of approximately 55 per cent. to the outstanding amount of
the RP Note including the principal and accrued interest as of
March 31, 2024 of approximately $25.9 million.
The Possible Offer implies an enterprise value
of approximately $100.6 million and a multiple of approximately 2
times MariaDB’s revenue for the twelve months ended December 31,
2023.
- Given the liquidity
challenges faced by MariaDB, there are other potential outstanding
liabilities, estimated to be approximately $20 million, which would
be assumed by Progress should it complete an acquisition of
MariaDB.
Progress is engaging with stakeholders with a
view towards making a firm offer, under Rule 2.7 of the Irish
Takeover Rules, to acquire all of the debt and the entire issued
and to be issued share capital of MariaDB (the “Firm
Offer”) as quickly as possible.
3 PROGRESS
BACKGROUND TO AND REASONS FOR THE POSSIBLE OFFER
Progress believes there is a compelling
strategic and financial rationale for an acquisition of MariaDB by
Progress, and believes that Progress is the ideal long-term partner
for MariaDB.
Progress believes the relational database
management (RDBMS) product from MariaDB offers an attractive value
proposition for its customers looking for a scalable, reliable
open-source RDBMS and that it has a proven track record of both
delivering mission-critical database management products and
collaborating with and nurturing a vibrant open-source
community.
Progress believes that MariaDB would be an
excellent addition to the Progress portfolio by providing
relational database capabilities to customers with applications
built with a wide variety of languages and approaches. Progress has
made other recent acquisitions to extend its database capabilities,
and believes that the combination of data platforms provides the
means for our customers to embrace AI, leveraging private
information with LLMs using Retrieval Augmented Generation.
Customer success, along with innovation and
acquisition, is foundational to Progress’ strategy and is reflected
by its high retention rates and customer satisfaction scores.
Progress has a track record of success that goes back more than 40
years and is proud to have customers who have used Progress
products since its foundation and continue to rely on and expand
their use of Progress products. Progress has a robust portfolio of
infrastructure software products to build, deploy and manage
enterprise applications. Progress believes that this robust
portfolio and proven financial success and stability make Progress
the ideal long-term partner for MariaDB.
Progress believes that MariaDB is an attractive
business. We strongly believe in the benefits of the combination of
MariaDB's products, customer relationships and people.
Progress believes that the Possible Offer aligns
to Progress’ strategy and track record of acquisitions, and MariaDB
meets many aspects of Progress’ disciplined approach to
acquisitions.
Overall, Progress believes that ownership of
MariaDB by Progress provides the best environment for MariaDB to
grow and provides a platform of long-term stability and investment
for the company, its customers, employees and wider
stakeholders.
MariaDB’s financial position, Board
composition and transaction structure
Progress understands that the MariaDB Board has
been placed in a difficult position because of its challenging
financial position. Progress also understands that RP Ventures has
the right to foreclose the RP Note, resulting in a potential
liquidity issue, and that RP Ventures has de facto controlling
rights over the Maria DB Board.
In formulating the Possible Offer, Progress has
balanced the requirement for the RP Note to be purchased or repaid
at a significant premium and the interests of the MariaDB business,
MariaDB shareholders and all other stakeholders. Progress believes
that the Possible Offer achieves this balance and is in the best
interest of all stakeholders. Notably, the Possible Offer:
- offers the purchase
or repayment of the RP Note at a significant premium;
- offers the
acquisition of the entire issued and to be issued share capital of
MariaDB at a significant premium; and
- presents the
opportunity for ownership of MariaDB by Progress, which Progress
believes provides the best environment for MariaDB to grow and
provides a platform of long-term stability and investment for the
company and its stakeholders.
Background to today’s
announcement
On March 26, 2024, Progress announced a possible
offer for MariaDB the (the March Possible Offer Announcement),
confirming that it was considering a possible offer for all the
issued and to be issued share capital of MariaDB plc (“MariaDB”) at
a value of $0.60 per share. In accordance with the Irish Takeover
Rules, Progress was given a deadline of no later than 5.00 p.m. ET
on May 7, 2024, being the 42nd day following the Possible Offer
Announcement, to either:
(i) announce a firm intention to make an
offer for MariaDB in accordance with Rule 2.7 of the Irish Takeover
Rules; or
(ii) announce that it does not intend to
make such an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Irish Takeover Rules
applies.
- This deadline can
be extended with the consent of the Irish Takeover Panel in
accordance with Rule 2.6(c) of the Irish Takeover Rules.
On March 27, 2024, Progress made an announcement
for the purposes of Rule 2.12 of the Irish Takeover Rules,
confirming that any offer by Progress for MariaDB is, or is likely
to be, solely in cash.
On April 5, 2024, Progress published a new blog,
and issued a related regulatory announcement under the Irish
Takeover Rules, in which John Ainsworth, our Executive Vice
President and General Manager, Application and Data Platform,
discusses the history of Progress in the database space and why
Progress believes that MariaDB is an ideal business candidate to be
a part of Progress.
4 PRECONDITIONS,
POSSIBLE OFFER CONDITIONS AND TIMETABLE
Preconditions
The making of the Possible Offer is subject to
the satisfaction or waiver of the following preconditions:
- MariaDB continuing
to trade as a going concern and being funded for the period prior
to the completion of the Possible Offer and, subject to consent
from the Irish Takeover Panel, that prior to an announcement
pursuant to Rule 2.7 of the Irish Takeover Rules being made, RP
Ventures enters into an agreement with Progress (on terms
satisfactory to Progress) that on any Firm Offer being declared
wholly unconditional or the effective date of a scheme, RP Ventures
shall unconditionally sell (or accept repayment for) the debt owed
to RP Ventures from MariaDB to Progress;
- the completion of
due diligence in a form satisfactory to Progress;
- any offer made by
Progress receiving the recommendation of the MariaDB Board;
and
- the receipt of
irrevocable undertakings from shareholders in a form and amount
acceptable to Progress.
The preconditions set out above may be waived in
whole or in part by Progress at its sole discretion. There can be
no certainty that an offer will be made, even if the preconditions
referred to above are satisfied or waived.
Timetable
In accordance with Rule 2.6(a) of the Irish
Takeover Rules, Progress is required, by no later than 5.00 p.m. ET
on May 7, 2024, being the 42nd day following the March Possible
Offer Announcement, to either:
(i) announce a firm intention to make an
offer for MariaDB in accordance with Rule 2.7 of the Irish Takeover
Rules; or
(ii) announce that it does not intend to
make such an offer, in which case the announcement will be treated
as a statement to which Rule 2.8 of the Irish Takeover Rules
applies.
- This deadline can
be extended with the consent of the Irish Takeover Panel in
accordance with Rule 2.6(c) of the Irish Takeover Rules.
Takeover offer conditions
Progress reserves the right to effect the
Possible Offer either by way of an Irish High Court-sanctioned
scheme of arrangement or a Takeover Offer under Chapter 1 of Part 9
of the Companies Act 2014.
For the purposes of Rule 2.5(a) of the Irish
Takeover Rules, Progress reserves the right to amend the terms of
any offer (including making the offer on less favourable terms or
at a lower value than $0.60 per MariaDB share: (i) with the
recommendation or consent of the MariaDB Board, or an independent
committee of the MariaDB Board; (ii) if any dividend or other
distribution which is paid or becomes payable by MariaDB to MariaDB
shareholders after the date of this announcement, in which case
Progress will have the right to reduce the offer consideration by
the amount of any dividend (or other distribution) which is paid or
becomes payable by MariaDB to MariaDB shareholders; (iii) if a
third party announces a firm intention to make an offer for MariaDB
on less favourable terms than the Possible Offer; or (iv) following
the announcement by MariaDB of a whitewash transaction pursuant to
the Irish Takeover Rules on less favourable terms than those set
out in this announcement.
Due diligence
Since the March Possible Offer Announcement,
Progress has been provided with due diligence information in order
to evaluate the Possible Offer, and Progress has invested
significantly in the due diligence process with support from third
parties. The due diligence undertaken to date has enhanced
Progress’ assessment of the enterprise value of MariaDB.
Progress’ due diligence is at an advanced stage,
and Progress expects to complete its due diligence process quickly
once a small number of outstanding due diligence items requested
are received.
5 FINANCING
OF THE POSSIBLE OFFER
Progress intends for the Possible Offer to be
funded by its existing cash reserves.
Prior to a Firm Offer announcement, Europa, as
financial advisor, will undertake diligence to ensure that it is
satisfied that sufficient resources are available to Progress to
satisfy in full the consideration payable to MariaDB shareholders
under the terms any Firm Offer.
6 INFORMATION
ON 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.
7 INFORMATION
ON MARIADB
MariaDB (NYSE: MRDB) is a new generation cloud
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’s 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, Samsung, SelectQuote
and SpendHQ, MariaDB’s software is the backbone of critical
services that people rely on every day. Learn more at
www.mariadb.com.
8 ADVISORS
Progress’ financial advisor in respect of the
Possible Offer is Europa Partners. Progress’ legal advisor is DLA
Piper.
ENQUIRIES
Progress
Investors: Michael
Micciche +1
781-850-8450 Investor-Relations@progress.com
Media:
Erica McShane
+1
781-280-4000 PR@progress.com
Europa Partners (Financial Advisor to
Progress)
Jan
Skarbek +44
20 7451 4542
Dominic King
RESPONSIBILITY STATEMENT
The Progress board of directors accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the Progress board of
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.
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.
FURTHER INFORMATION; NO OFFER OR
SOLICITATION
This announcement 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 Possible 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.
DISCLOSURE REQUIREMENTS UNDER THE IRISH
TAKEOVER RULES
Under Rule 8.3(a) of the Irish Takeover Rules,
any person who is 'interested' in 1% or more of any class of
'relevant securities' of MariaDB or a securities exchange offeror
(being any offeror other than an offeror which has announced that
its offer is, or is likely to be, solely in cash) must make an
'opening position disclosure' following the commencement of the
'offer period' and, if later, following the announcement in which
any securities exchange offeror is first identified. An 'opening
position disclosure' must contain, among other things, details of
the person's 'interests' and 'short positions' in any 'relevant
securities' of each of (i) MariaDB and (ii) any securities exchange
offeror(s).
An 'opening position disclosure' by a person to
whom Rule 8.3(a) applies must be made by no later than 3:30 pm
(Irish time) on the day that is ten 'business days' following the
commencement of the 'offer period' and, if appropriate, by no later
than 3:30 pm (Irish time) on the day that is ten 'business days'
following the announcement in which any securities exchange offeror
is first identified.
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 no later than 3:30 pm
(Irish 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. A disclosure table, giving details of the
companies in whose 'relevant securities' 'dealings' should be
disclosed can be found on the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie.
If two or more persons co-operate on the basis
of an agreement or understanding, whether express or tacit, either
oral or written, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror,
they will be deemed to be a single person for the purpose of Rule
8.3 of the Irish Takeover Rules. Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1 and 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 and offeror companies in
respect of whose relevant securities Opening Position Disclosures
and Dealing Disclosures must be made can be found in the Disclosure
Table on the 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.
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.
GENERAL
The Possible Offer will be subject to, inter
alia, the terms and the satisfaction or waiver (as applicable) of
Conditions which will be set out in any Firm Offer announcement and
Offer Document.
Appendix 1 (Sources and Bases of Information)
contains further details of the sources of information and bases of
calculations set out in this Announcement.
APPENDIX 1
SOURCES AND BASES OF
INFORMATION
- The historical
share price for MariaDB has been sourced from the NYSE
website.
- A value of
approximately $40.6 million for the entire issued share capital of
MariaDB is based on:
- the Possible Offer
Price of $0.60 per share; and
- MariaDB’s fully
diluted issued ordinary share capital of 67,749,429 MariaDB shares
as of February 9, 2024, as disclosed in MariaDB’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on
February 14, 2024.
- The implied
enterprise value for MariaDB of approximately $100.6 million is
calculated by reference to:
- $40.6 million for
the entire issued share capital of MariaDB;
- $40 million for the
proposed purchase or repayment of the RP Note, including the
principal amount, all accrued interest until completion and any
other monies due to RP Ventures and Runa; and,
- potential
outstanding liabilities, estimated to be approximately $20 million,
which would be assumed by Progress should it complete an
acquisition of MariaDB.
- The premium of
approximately 55 per cent. for the proposed purchase or repayment
of the RP Note is calculated by reference to:
- $25.6 million
outstanding principal following repayments made as of March 31,
2024; and,
- $0.3 million
accrued interest as of March 31, 2024, as outlined in the debt
schedule provided to Progress by MariaDB.
- The implied
enterprise value multiple of approximately 2 times MariaDB’s
revenue for the twelve months ended December 31, 2023 is calculated
by reference to:
- MariaDB’s Total
Revenue for the three months ended December 31, 2023 of $13.612
million, as disclosed in MariaDB's Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission
(“SEC”) on February 12, 2024;
- Plus MariaDB’s
Total Revenue for the twelve months ended September 30, 2023 of
$53.113 million, as disclosed in MariaDB’s Annual Report on Form
10-K filed with the SEC on December 29, 2023;
- Less MariaDB’s
Total Revenue for the three months ended December 31, 2022 of
$12.805 million, as disclosed in MariaDB's Quarterly Report on Form
10-Q filed with the SEC on February 13, 2023.
Progress Software (NASDAQ:PRGS)
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