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.
TENDER OFFER EXPIRATION
MANHATTAN BEACH, Calif., July 23,
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.
On 10 July 2024, Bidco announced
that it had formally lowered the Acceptance Condition for its Offer
for MariaDB, that the revised Acceptance Condition had been
satisfied and that the Offer had become unconditional as to
acceptances.
Offer Unconditional in all Respects
Bidco today announces that as of 5:00
p.m. (New York City time)
on 23 July 2024 (the "Expiration
Time"), all remaining Conditions to the Offer were satisfied,
fulfilled, or to the extent permitted, waived. Accordingly, Bidco
is pleased to announce that the Offer has now become unconditional
in all respects and is now closed to further acceptances with
effect from the Expiration Time.
Settlement of Consideration
For acceptances that have been received which are valid and
complete in all respects and not properly withdrawn prior to the
Expiration Time, the cash consideration payable will be settled in
accordance with the terms of the Cash Offer on a date promptly
following the Expiration Time, which is currently expected to be
25 July 2024.
Acceptances Update
Bidco is pleased to announce that as of 5:00 p.m. (New York
City time) on 23 July 2024, it
received valid acceptances in respect of a total of
61,263,283 MariaDB Shares, representing 88.70% of the issued
share capital of MariaDB as of 22 July
2024.
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 22 July 2024.
As of 5:00 p.m. (New York City time) on 23 July 2024, valid acceptances had been received
from MariaDB Shareholders of record in respect of a total of
22,200,114 MariaDB Shares which were subject to such irrevocable
undertakings, representing 32.14% of the issued share capital of
MariaDB as of 22 July 2024.
Bidco also received irrevocable undertakings to accept the Offer
from certain other MariaDB Shareholders who held their MariaDB
Shares through a broker, dealer, commercial bank, trust company or
other nominee representing 25,202,793 MariaDB Shares, or 36.49% of
the issued share capital of MariaDB as of 22
July 2024. Given the manner in which those MariaDB Shares
were 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.
Save as set out above, neither Bidco nor, as far as Bidco is
aware, any person acting in concert with Bidco had any other
interests in MariaDB Shares.
Compulsory Acquisition
As previously announced, Bidco now intends to apply the
provisions of Sections 456 to 460 of the Companies Act 2014 to
acquire compulsorily, on the same terms as the Offer, any
outstanding MariaDB Shares not acquired or agreed to be acquired
pursuant to the Offer.
Bidco will shortly send compulsory acquisition notices (the
"Notices") to those MariaDB Shareholders who have not yet
accepted the Offer (the "Non-Assenting Shareholders").
Following the expiration of 30 calendar days from the date of the
Notices, unless a Non-Assenting Shareholder has applied to the
Irish High Court and the Irish High Court orders otherwise, the
MariaDB Shares held by Non-Assenting Shareholders will be acquired
compulsorily by Bidco on the same terms as the Offer.
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).
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.
Forward Looking Statements
This announcement (including any information incorporated by
reference in this announcement), oral statements made regarding the
Offer, and other information published by MariaDB, Bidco, K1 or any
member of the K1 Group contain statements which are, or may be
deemed to be, "forward looking statements." Such forward looking
statements are prospective in nature and are not based on
historical facts, but rather on current expectations and on
numerous assumptions regarding the business strategies and the
environment in which any member of the K1 Group (including, after
closing of the Offer, any of MariaDB and its subsidiaries and
subsidiary undertakings (the "MariaDB Group")) shall operate
in the future and are subject to risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied by those statements. The forward looking statements
contained in this announcement relate to K1, any member of the K1
Group's (including, after closing of the Offer, any member of the
MariaDB Group) future prospects, developments and business
strategies, the progress of the compulsory acquisition process, the
outcome of legal proceedings that may be instituted against the K1
Group and/or others relating to the Offer, potential adverse
reactions or changes to business relationships resulting from the
completion of the Offer, significant or unexpected costs, charges
or expenses resulting from the Offer, negative effects of this
announcement or the consummation of the Offer on the market price
of MariaDB's Shares, and potential failure to realize the expected
benefits of the Offer and other statements other than historical
facts. In some cases, these forward looking statements can be
identified by the use of forward looking terminology, including the
terms "believes," "estimates," "will look to," "would look to,"
"plans," "prepares," "anticipates," "expects," "is expected to,"
"is subject to," "intends," "may," "will," "shall" or "should" or
their negatives or other variations or comparable terminology. By
their nature, forward looking statements involve risk and
uncertainty because they relate to events and depend on
circumstances that shall occur in the future. These events and
circumstances include changes in global, political, economic,
business, competitive, and market conditions and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or disposals. If any one or more of these
risks or uncertainties materialises or if any one or more of the
assumptions prove incorrect, actual results may differ materially
from those expected, estimated or projected. Such forward looking
statements should therefore be construed in the light of such
factors. Neither K1, Bidco nor any member of the K1 Group, nor any
of their respective associates or directors, officers or advisers,
provides any representation, assurance or guarantee that the
occurrence of the events expressed or implied in any forward
looking statements in this announcement shall actually occur. The
forward looking statements speak only as of the date of this
announcement. All subsequent oral or written forward looking
statements attributable to any of K1 and all of its affiliates,
including K5 (the "K1 Group"), or any of their respective
associates, directors, officers, employees or advisers, are
expressly qualified in their entirety by the cautionary statement
above. K1 and the K1 Group expressly disclaim any obligation to
update such statements other than as required by law or by the
rules of any competent regulatory authority, whether as a result of
new information, future events or otherwise.
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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SOURCE K1 Investment Management