LOWERING OF ACCEPTANCE CONDITION AND OFFER UNCONDITIONAL AS
TO ACCEPTANCES
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.
- As of 1:00 p.m. (New York City time) on 9 July 2024, valid acceptances received in
respect of 78.43% of the issued share capital of MariaDB as of
8 July 2024.
- As of 5:00 p.m. (New York City time) on 9 July 2024, valid acceptances received in
respect of 82.33% of the issued share capital of MariaDB as of
8 July 2024.
MANHATTAN BEACH, Calif.,
July 10, 2024 /PRNewswire/ -- On
24 May 2024, Meridian BidCo LLC
("Bidco") made an offer to acquire the entire issued and to
be issued share capital of MariaDB plc ("MariaDB") (the
"Offer") with the terms and conditions of the Offer set out
in the offer document despatched and filed by Bidco as Exhibit
(a)(1)(A) to the Tender Offer Statement and Rule 13e-3 Transaction
Statement filed on Schedule TO with the US Securities and Exchange
Commission (the "SEC") on 24 May
2024 (the "Offer Document"). On 24 June 2024, Bidco filed an amended and restated
Offer Document with the SEC to reflect the exercise of the Rollover
Withdrawal Right, the withdrawal of the Unlisted Unit Alternative
and certain updates to disclosures. On 5
July 2024, Bidco filed an amendment and supplement to the
Offer Document and Tender Offer Statement on Schedule TO with the
SEC to reflect certain further updates to disclosures.
![K1 Investment Management Logo K1 Investment Management Logo](https://mma.prnewswire.com/media/882948/K1_Logo.jpg)
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Offer Document (as amended
and restated and supplemented).
Lowering of Acceptance Condition
Bidco today announces that as of 5:00
p.m. (New York City Time) on 9 July
2024 it formally lowered the Acceptance Condition for its
Offer for MariaDB from not less than 80% of MariaDB Shares
Affected, to not less than 78% in nominal value of the Maximum
MariaDB Shares Affected, which carry, or if allotted and issued, or
re-issued from treasury would carry, not less than 78% of the
voting rights attaching to the Maximum MariaDB Shares Affected.
Offer Unconditional as to Acceptances
Bidco is pleased to announce that as of 1:00 p.m. (New York
City time) on 9 July 2024, it
has received valid acceptances in respect of a total of 54,165,973
MariaDB Shares, representing 78.43% of the issued share capital of
MariaDB as of 8 July 2024.
Accordingly, Bidco is pleased to announce that the revised
Acceptance Condition has now been satisfied and the Offer has
become unconditional as to acceptances.
As further detailed in the Offer Document, Bidco had received
irrevocable undertakings to accept the Offer from various parties,
in respect of a total of 47,402,907 MariaDB Shares, representing
68.63% of the issued share capital of MariaDB as of 8 July 2024.
As of 1:00 p.m. (New York City time) on 9 July 2024, valid acceptances have been received
from MariaDB Shareholders of record in respect of a total of
21,989,588 MariaDB Shares which were subject to such irrevocable
undertakings, representing 31.84% of the issued share capital of
MariaDB as of 8 July 2024.
Additionally, 25,202,793 MariaDB Shares, or 36.49% of the issued
share capital of MariaDB as of 8 July
2024, are subject to such irrevocable undertakings from
certain other MariaDB Shareholders who hold their MariaDB Shares
through a broker, dealer, commercial bank, trust company or other
nominee. Given the manner in which those MariaDB Shares are held in
The Depositary Trust Company's ("DTC") system and tendered
through those intermediaries, it is not possible for Bidco to
identify whether valid acceptances have been received from each
individual MariaDB Shareholder that holds those MariaDB Shares.
However, the underlying irrevocable undertakings remain valid until
the Offer closes.
Bidco has also received irrevocable undertakings to accept the
Offer from Vista Associates Corporation as a MariaDB
Shareholder of record in respect of a further 210,526 MariaDB
Shares, representing 0.30% of the issued share capital of MariaDB
as of 8 July 2024, for which valid
acceptances have not been received as of 1:00 p.m. (New York
City time) on 9 July 2024.
Save as set out above, neither Bidco nor, as far as Bidco is
aware, any person acting in concert with Bidco has any other
interests in MariaDB Shares.
Acceptances Update
Bidco is pleased to announce that as of 5:00 p.m. (New York
City time) on 9 July 2024, it
has received valid acceptances in respect of a total of 56,865,729
MariaDB Shares, representing 82.33% of the issued share capital of
MariaDB as of 8 July 2024. Assuming
acceptances remain above 80% as of 5:00
p.m. (New York City time)
on 23 July 2024 (the "Expiration
Time"), as previously announced, Bidco intends to apply the
provisions of Sections 456 to 460 of the Companies Act 2014 to
acquire compulsorily any outstanding MariaDB Shares not acquired or
agreed to be acquired pursuant to the Offer or otherwise.
Deemed Satisfaction of all Conditions as of the Expiration
Time
Following satisfaction of the Acceptance Condition, the Offer is
no longer conditioned on the Acceptance Condition, whether or not
acceptances fall below 78% in nominal value of the Maximum MariaDB
Shares Affected prior to the Expiration Time.
Concurrent with the satisfaction of the Acceptance Condition,
Bidco also announces that all other Conditions to the Offer shall
be deemed by Bidco to be satisfied, fulfilled or to the extent
permitted, waived at Expiration Time. Accordingly, the Offer shall
remain open for acceptances until the Expiration Time and will then
close.
Further Acceptance of the Offer
MariaDB Shareholders who have not yet accepted the Offer are
encouraged to do so without delay in accordance with the
instructions set out in the Offer Document and Letter of
Transmittal.
As a reminder, if you wish to tender all or a portion of your
MariaDB Shares to Bidco in the Offer, you must do the
following:
- If you hold your MariaDB Shares directly as the holder of
record, complete and sign the Letter of Transmittal (either
manually or electronically) (or, in the case of a book-entry
transfer, deliver an Agent's Message in lieu of the Letter of
Transmittal) that accompanied the Offer Document (which constitutes
the form of acceptance for the Offer for the purposes of the Irish
Takeover Rules) in accordance with the instructions set forth
therein and mail or electronically deliver the Letter of
Transmittal with any required signature guarantees and all other
required documents to Computershare Trust Company, N.A. (the
"Exchange Agent"). Letters of Transmittal from certificated
MariaDB Shareholders should be accompanied by share certificates in
respect of the MariaDB Shares tendered. These materials must be
delivered to the Exchange Agent prior to the Expiration Time.
See Part 3 of Appendix 1 to the
Offer Document for further details on the procedures for book-entry
transfer.
- If you hold your MariaDB Shares through a broker, dealer,
commercial bank, trust company or other nominee, request your
broker, dealer, commercial bank, trust company or other nominee to
tender your MariaDB Shares through DTC's Automated Tender Offer
Program ("ATOP") prior to the Expiration Time.
We are not providing for guaranteed delivery procedures.
Therefore, MariaDB Shareholders must allow sufficient time for the
necessary tender procedures to be completed during normal business
hours of DTC.
If you accepted the Unlisted Unit Alternative prior to Bidco's
exercise of its Rollover Withdrawal Right or if you purport to
accept the Unlisted Unit Alternative after Bidco's exercise of its
Rollover Withdrawal Right using the version of the Letter of
Transmittal disseminated on 24 May
2024 (each as defined in Appendix 6 to the Offer Document),
your election will be deemed an election for the Cash Offer and the
consideration payable in respect of each tendered MariaDB Share
will be settled in cash in accordance with the terms of the Cash
Offer. If you wish to withdraw such acceptance, you must deliver a
written notice of withdrawal with the required information to the
Exchange Agent during the Offer Period.
In all cases your acceptance of the Offer must be received by
5:00 p.m. (New York City time), on 23 July 2024 (or such later time(s) and/or
dates(s) to which the Offer may be extended).
Enquiries
Lazard (Financial
Advisor to K1 and Bidco)
Adrian Duchini, Keiran
Wilson, Charles White
|
Tel: +44 20 7187
2000
|
Haven Tower Group
(Public Relations Advisor to K1)
Donald Cutler, Brandon
Blackwell
|
Tel: +1 424 317
4850
|
Important Notices
The K1 Responsible Persons (being the investment committee of
K1), the Bidco Officers and the Topco Officers accept
responsibility for the information contained in this Announcement.
To the best of the knowledge and belief of the K1 Responsible
Persons, the Bidco Officers, the Topco Officers, (who have taken
all reasonable care to ensure that such is the case) the
information contained in this Announcement for which they have
accepted responsibility is in accordance with the facts and does
not omit anything likely to affect the import of such
information.
Lazard Frères & Co. LLC, together with its affiliate Lazard
& Co., Limited (which is authorised and regulated in the
United Kingdom by the Financial
Conduct Authority) ("Lazard"), is acting exclusively as
financial adviser to K1 and Bidco and no one else in connection
with the Offer and will not be responsible to anyone other than K1
and Bidco for providing the protections afforded to clients of
Lazard nor for providing advice in relation to the Offer or any
other matters referred to in this Announcement. Neither Lazard 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 Lazard in connection with this Announcement, any
statement contained herein or otherwise.
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 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 not later than 3:30
pm (U.S. Eastern 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.
Dealing Disclosures must also be made by any offeror and by any
persons acting in concert with them in accordance with Rule 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 company in respect of whose relevant
securities Dealing Disclosures must be made can be found in the
Disclosure Table on the Irish 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.
Further Information
This Announcement is for information purposes only and is not
intended to, and 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 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.
This Announcement has been prepared for the purpose of complying
with the laws of Ireland and the
Irish Takeover Rules and the information disclosed may not be the
same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions
outside of Ireland.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of
the Offer to persons who are not resident in Ireland. Persons who are not resident in
Ireland, or who are subject to
laws of any jurisdiction other than Ireland, should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any
failure to comply with any applicable legal or regulatory
requirements may constitute a violation of the laws and/or
regulations of any such jurisdiction. To the fullest extent
permitted by applicable Law, the companies and persons involved in
the Offer disclaim any responsibility and liability for the
violation of such restrictions by any person.
Unless otherwise determined by Bidco or K1 or required by the
Irish Takeover Rules, and permitted by applicable law and
regulation, the Offer will not be made available, directly or
indirectly, in any Restricted Jurisdiction, and the Offer will not
be capable of acceptance from within a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction. 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 and all
other documents relating to the Offer 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 such documents (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, K1, the K1 Group and Bidco disclaims any responsibility or
liability for the violations of any such restrictions by any
person. MariaDB Shareholders who are in any doubt regarding such
matters should consult an appropriate independent professional
adviser in the relevant jurisdiction without delay. Further details
in relation to overseas shareholders are contained in the Offer
Document.
If you are a resident of the United
States, please read the following:
This Announcement is not intended to, and does not, constitute
or form part of any offer (including the Offer), invitation or the
solicitation of an offer to purchase, otherwise acquire, subscribe
for, tender, exchange, sell or otherwise dispose of, any
securities, or the solicitation of any vote or approval in any
jurisdiction, nor will there be any acquisition or disposition of
the securities referred to in this Announcement in any jurisdiction
in contravention of applicable Law or regulation.
This Announcement is not a substitute for the Offer Document and
the Form of Acceptance or any other document that Bidco may file
with the SEC in connection with the Offer. An offer to buy MariaDB
Shares has been made pursuant to a Tender Offer Statement and Rule
13e-3 Transaction Statement on Schedule TO that Bidco has filed
with the SEC. MariaDB has filed a Solicitation/Recommendation
Statement on Schedule 14D-9 with the SEC with respect to the tender
offer. MARIADB SHAREHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS
FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT
THE OFFER. SUCH DOCUMENTS SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER. Investors and MariaDB
Shareholders are able to obtain free copies of these materials (if
and when available) and other documents containing important
information about MariaDB and the Offer once such documents are
filed with the SEC through the website maintained by the SEC at
http://www.sec.gov.
The Offer has been made in the United
States pursuant to the Exchange Act and otherwise in
accordance with the requirements of the Irish Takeover Rules.
Accordingly, the Offer is subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payments that may be different from those typically applicable
under US domestic tender offer procedures and law. In addition, the
Offer Document and any other documents relating to the Offer have
been or will be prepared in accordance with the Irish Takeover
Rules and Irish disclosure requirements, format and style, all of
which may differ from those in the United
States.
MariaDB is incorporated under the laws of Ireland. Some of the directors on the MariaDB
Board at the date of this Announcement are resident in a country
other than the United States. As a
result, it may not be possible for United
States holders of MariaDB Shares to effect service of
process within the United States
upon MariaDB or some of the directors of MariaDB or to enforce
against any of them judgements of the
United States predicated upon the civil liability provisions
of the federal securities laws of the
United States. It may not be possible to sue MariaDB or its
officers or director(s) in a non-US court for violations of US
securities laws. In addition, US holders of MariaDB Shares should
be aware that, if K1 and Bidco elect to proceed pursuant to a
scheme of arrangement (as described herein), the federal securities
laws of the United States may not
be applicable.
Publication on website
A copy of this announcement and the documents required to be
published pursuant to Rule 26 of the Irish Takeover Rules will be
made available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, will be made available on
K1's website (https://k1.com/meridian-offer-update/). 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.
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