UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment
No. )
Filed by the
Registrant |
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Filed by a Party other
than the Registrant |
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Check
the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant
to § 240.14a-12 |
MariaDB
plc
(Name
of Registrant as Specified in Its Charter)
Runa
Capital Fund II, L.P.
Runa
Capital II (GP)
Runa
Capital Opportunity Fund I, L.P.
Runa
Capital Opportunity I (GP)
Runa
Ventures I Limited
(Name
of Person(s) Filing Proxy Statement, if other than the registrant)
Payment
of Filing Fee (Check all boxes that apply):
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No fee required. |
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Fee paid previously with
preliminary materials. |
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Fee computed on table in
exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
On
September 28, 2023, Runa Capital II (GP) issued a press release relating to MariaDB plc, a copy of which is set forth below:
Runa
Capital II (GP) (“Runa”) Statement by Runa regarding corporate governance concerns at MariaDB plc and shareholder engagement
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 OR REGULATIONS OF THAT JURISDICTION.
THIS
ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE IRISH TAKEOVER PANEL
ACT, 1997, TAKEOVER RULES, 2022 ( “IRISH TAKEOVER RULES”) AND THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
OR AS TO THE TERMS ON WHICH ANY OFFER MAY BE MADE.
For
immediate release
28
September 2023
Dublin,
Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB”
or the “Company”) by its directors (the “Board”). In that context, Runa has advocated for changes
to the Company’s strategic direction, including a rationalization of the Company’s budget and potentially changes in senior
roles in the Company. Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund
its capital needs. Runa believes that such transaction would result in substantial and damaging dilution to shareholders and would not
be in the interests of the Company or its shareholders.
As
a result, Runa is considering what further steps it may take to effect strategic change at MariaDB. Runa is considering calling an extraordinary
general meeting of the Company (“EGM”) to discuss its concerns in relation to the management of the Company and its
strategic direction. Runa invites discussion with MariaDB shareholders who share its concerns and are prepared to join it in requisitioning
an EGM. Runa notes that such an EGM could also consider resolutions to remove certain directors of the Company and/ or to remove or restrict
the ability of the Board to issue new shares.
As
previously announced, Runa has made an all cash proposal to the Board to acquire, together with Runa’s investment affiliates, 100%
of the issued share capital of the Company not already owned by Runa, at a price of US$0.56 per share (the “Possible Offer”).
Runa
confirms that it is willing to evaluate the possibility of other MariaDB shareholders having the ability to retain or increase economic
exposure to the Company post completion of any offer. Runa invites feedback from MariaDB shareholders who might be interested in having
such an ability and Runa is open to considering various mechanisms to facilitate that. Runa continues to reserve the right
to vary the form and / or mix of the offer consideration and vary the transaction structure and there can be no certainty that any offer
will be made, or as to the terms on which any offer may be made.
Runa
will keep all options open in regard to its ongoing engagement with the Company and remains open to working constructively with the Company
for the benefit of all Company shareholders. However to date, the Company has not engaged substantively with Runa on its Possible Offer.
A
further announcement will be made as and when appropriate.
Enquiries:
Runa
Capital
Davy (Financial Adviser to Runa Capital)
Brian Garrahy/Anthony Farrell
Tel: +353 1 679 7788 |
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Important
Notices
Responsibility Statement
The
directors of Runa 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.
Further
Information
This
announcement does not constitute an offer to sell or invitation to purchase any securities. 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.
Publication
on Website
In
accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Runa’s website: https://runacap.com promptly
and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated
into and does not form part of this announcement.
Pre-conditions
to and terms of the Possible Offer and conditions to any offer
Any
announcement of a firm intention to make an offer by Runa under Rule 2.7 of the Irish Takeover Rules remains subject to satisfaction
of or waiver of certain pre-conditions, including satisfactory completion of customary due diligence, negotiation and execution of a
definitive transaction agreement containing mutually agreed upon terms (including representations, warranties, covenants and conditions)
for a transaction of this nature and an expenses reimbursement agreement in customary form, approval of, and a unanimous and unqualified
recommendation in the Rule 2.7 announcement by, the Board to the Company’s shareholders to accept Runa’s offer and final
approval of the Runa Investment Committees.
Any
offer for the Company under Rule 2.7 of the Irish Takeover Rules would be subject to terms and conditions that are typical for a transaction
of that nature including, amongst other things, receipt of any necessary regulatory and competition clearances.
In
accordance with Rule 2.5 of the Irish Takeover Rules, Runa reserves the right to vary the form and / or mix of the offer consideration
and vary the transaction structure. Runa also reserves the right to amend the terms of any offer (including making the offer on less
favourable terms or at a lower price than US$0.56 per share): (a) with the recommendation or consent of the Board; (b) if MariaDB announces,
declares or pays any dividend or any other distribution or return of value to its shareholders after the date of this announcement, in
which case Runa reserves the right to make an equivalent adjustment to its proposed offer; (c) following the announcement by MariaDB
of a whitewash transaction pursuant to the Irish Takeover Rules; or (d) if a third party announces a firm intention to make an offer
for MariaDB on less favourable terms or at a lower price than US$0.56 per share.
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 the Company
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) the Company 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 the Company, all ‘dealings’ in any ‘relevant securities’
of the Company 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 (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 the Company, 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.
Additional
information
In
connection with the possible requisitioning of an EGM, Runa expects to file certain materials with the Securities and Exchange Commission
(the “SEC”), including, among other materials, a proxy statement on Schedule 14A (in preliminary and then definitive
form). This communication is not intended to be, and is not, a substitute for such filings or for any other document that Runa may file
with the SEC in connection with the possible requisitioning of an EGM. Investors and securityholders of the Company are urged to read
the documents filed with the SEC carefully and in their entirety (if and when they become available) before making an investment decision
because they will contain important information about the Company and the EGM. Such documents will be available free of charge through
the website maintained by the SEC at www.sec.gov or by directing a request to Runa at murat@runacap.com, telephone number +1.646.629.9838
or https://runacap.com. Any materials filed by Runa with the SEC that are required to be mailed to shareholders of the Company will
also be mailed to such shareholders. This communication has been prepared in accordance with U.S. securities law, Irish law and the Irish
Takeover Rules.
Davy
Corporate Finance Unlimited Company (“Davy”), which is authorised and regulated in Ireland by the Central Bank of Ireland,
is acting exclusively as financial adviser for Runa Capital and no one else in connection with the matters referred to in this announcement
and will not be responsible to anyone other than Runa Capital for providing the protections afforded to clients of Davy or for providing
advice in connection with the matters referred to in this announcement.
Participants
in Solicitation
This
communication is not a solicitation of a proxy from any investor or shareholder. However, Runa and certain of its directors, executive
officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection
with the proposal under the rules of the SEC. Information regarding Runa’s directors and executive officers may be found in the
Schedule 13D of Runa, and amendments thereto, filed with the SEC with respect to the ordinary shares of the Company. These documents
can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants,
which may, in some cases, be different than those of the Company’s shareholders generally, will also be included in the materials
that Runa intends to file with the SEC when they become available.
Non-Solicitation
This
communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire,
subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase
or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or (3) the solicitation of any vote or approval in any
jurisdiction pursuant to this communication or otherwise, nor will there be any acquisition or disposition of the securities referred
to in this communication in any jurisdiction in contravention of applicable law or regulation.
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