Extension of Deadline in Accordance with Rule
24.1(b) of the Irish Takeover Rules
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT REGARDING AN EXTENSION of the
deadline provided for in rule 24.1(b) of the Irish takeover panel
act 1997, takeover rules, 2022 (the "irish takeover
rules").
MANHATTAN BEACH, Calif., May 22, 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 Private Investors, L.P., to make an offer to acquire the
entire issued and to be issued share capital of MariaDB.
Pursuant to Rule 24.1(b) of the Irish Takeover Rules, K1
therefore had 28 days, expiring on 22 May,
2024, to send its Offer Document to MariaDB's shareholders
(the "Publication Deadline"). K1 confirms that the
Irish Takeover Panel has consented, at the request of K1, to an
extension of the Publication Deadline until Friday 31 May, 2024 to facilitate the finalization and
posting of the Offer Document and related acceptance materials.
In accordance with Rule 24.1(b) of the Irish Takeover Rules,
K1 is now required to send its Offer Document to MariaDB
shareholders on or before Friday 31 May,
2024.
Capitalised terms used in this announcement (the
"Announcement"), unless otherwise defined, shall have the
meanings given to them in the Rule 2.7 Announcement. The terms and
conditions of the Offer are set out in the Rule 2.7 Announcement
and will be set out in full in the Offer Document.
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 and the Topco Officers (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.
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 shall be
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. The director on the MariaDB Board at
the date of this Announcement is 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 the director 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
This Announcement, together with all information incorporated
into this document by reference to another source, 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