PUBLICATION AND POSTING OF OFFER
DOCUMENT
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.
MANHATTAN BEACH, Calif., May 24, 2024
/PRNewswire/ -- On 24 April, 2024, K1
made an announcement pursuant to Rule 2.7 of the Irish Takeover
Rules (the "Rule 2.7 Announcement") of a firm intention by
Meridian Bidco LLC ("Bidco"), a newly formed Affiliate of
K1, as general partner of K5 Capital Advisors, L.P., as general
partner of K5 Private Investors, L.P., to make an offer to acquire
the entire issued and to be issued share capital of MariaDB (the
Offer).
Capitalised terms used but not defined in this announcement have
the same meaning given to them in the Offer Document.
Bidco and K1 are pleased to announce that the Offer Document
(the "Offer Document") which contains, amongst other
things, the full terms and conditions of the Offer and the
procedures for its acceptance, together with the related Letter of
Transmittal, has today been published and posted to the
shareholders of MariaDB (the "MariaDB Shareholders")
(other than those located in a Restricted Jurisdiction). For
information purposes only, the Offer Document is being made
available to persons with information rights.
The Offer will remain open for acceptance until 5:00 p.m., New York City time, on
10 July 2024 (or such later time(s)
and/or date(s) to which the Offer may be extended) (the
"Expiration Time").
Actions to be taken to accept the Offer
The procedure for acceptance of the Offer is set out in Part 3
of Appendix 1 of the Offer Document. If you wish to tender all or
(in the case of a tender for the Cash Offer only) 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 accompanies 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 of 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 prior to the Expiration Time.
Eligible MariaDB Shareholders that wish to receive the Unlisted
Unit Alternative will also be required to provide a completed
Response Letter to the Investor Questionnaire as further described
in Part 3 of Appendix 1 of the Offer Document. Bidco will review
all Response Letters upon receipt, and this review process will
take time. Eligible MariaDB Shareholders that wish to receive
the Unlisted Unit Alternative are strongly encouraged to return
their Letter of Transmittal (or, in the case of a book-entry
transfer, an Agent's Message in lieu of a Letter of Transmittal)
electing for the Unlisted Unit Alternative as soon as
possible.
Upon completion of the Response Letter and a determination by
Bidco, in its sole discretion, that such MariaDB Shareholder may be
offered and sold Topco Rollover Units pursuant to an exemption from
registration under the Securities Act and an exemption from the
registration requirements of applicable US state securities laws,
such Eligible MariaDB Shareholder will receive a confidential
offering memorandum (the "Offering Memorandum"). In
addition, Eligible MariaDB Shareholders that wish to receive the
Unlisted Unit Alternative will be required, following completion of
the Response Letter and subsequent receipt of the Offering
Memorandum, to deliver a signature page to the Topco LLCA to
complete their election for the Unlisted Unit Alternative as
further described in Part 3 of Appendix 1 of the Offer Document.
Failure to complete these additional requirements will result in
any Eligible MariaDB Shareholders that tender their MariaDB Shares
for the Unlisted Unit Alternative being unable to receive the Topco
Rollover Units.
Additional Irrevocable Undertakings
K1, K5 and Bidco have received further irrevocable undertakings
each dated 24 May 2024 to accept the
Offer, or (where Bidco and/or the K1 Group elects to switch to a
scheme of arrangement with respect to MariaDB plc under the
Companies Act 2014) the scheme of arrangement under the Companies
Act 2014, from Sophia Arnö and Alexander Arnö in respect of,
in aggregate, 114,082 MariaDB Shares, representing in aggregate
approximately 0.16% of the existing issued share capital of MariaDB
as at 16 May 2024 (being the latest practicable date for the
purposes of the Offer Document). These irrevocable undertakings
have been entered into on substantially similar terms as the
irrevocable undertakings previously obtained by K1, K5 and Bidco as
further detailed in the 2.7 Announcement.
Accordingly, K1, K5, Topco and Bidco have received irrevocable
undertakings to accept the Offer, or where Bidco and/or the K1
Group elects to switch to a scheme of arrangement with respect to
MariaDB under the Companies Act 2014, vote in favour of the scheme
of arrangement under the Companies Act 2014, in respect of, in
aggregate, 47,402,907 MariaDB Shares, representing in aggregate
approximately 68.67% of the existing issued share capital of
MariaDB as of 16 May 2024 (being the
latest practicable date for the purposes of the Offer Document).
These undertakings continue to be binding in the event of a
competing offer for MariaDB.
Further details of irrevocable undertakings and the parties
thereto are set out in the "Special Factors" section of the Offer
Document.
Expected timetable
Further details of the expected timetable and details of how to
accept the Offer are set out in the Offer Document.
The Offer Document and the Letter of Transmittal will be made
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on K1's website
(https://k1.com/meridian-offer-update/).
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 (including the Unlisted Unit Alternative) 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 (including the Unlisted Unit
Alternative) 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 (including the Unlisted Unit Alternative)
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 (including the Unlisted Unit Alternative) 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, if any. A solicitation
and an offer to buy MariaDB Shares will be made pursuant to a
Tender Offer Statement on Schedule TO that Bidco intends to file
with the SEC. At the time the tender offer is commenced, MariaDB
will file 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
WILL 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 will be 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, if made, will be 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 will be 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 U.S. 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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SOURCE K1 Investment Management