As was announced on 26 March, 2024, Progress Software Corp.
(“
Progress”) has expressed interest in acquiring
MariaDB plc (“
MariaDB”), via an announcement under
Rule 2.4 of the Takeover Rules. Why do we believe this acquisition
makes sense for Progress, for MariaDB customers and developers and
for existing Progress customers and shareholders?
Why MariaDB and Progress Belong TogetherWe think
that the best acquisitions are mutually beneficial for both
organizations. In a new blog published today, John Ainsworth, our
Executive Vice President and General Manager, Application and Data
Platform, discusses the history of Progress in the database space
and why we believe MariaDB makes for an ideal business candidate to
be a part of Progress.
The Benefits of MariaDB Joining Progress As a
trusted provider of infrastructure software, our team believes the
relational database management (RDBMS) product from MariaDB offers
an attractive value proposition for our customers looking for a
scalable, reliable open-source RDBMS and that we have a proven
track record of both delivering mission-critical database
management products and collaborating with and nurturing a vibrant
open-source community.
A Strong Database HeritageProgress was founded
over 40 years ago with the goal of helping customers build
mission-critical business applications with a platform that reduces
complexity and provides the lowest total cost of ownership (TCO) in
the industry. That platform, OpenEdge, remains a core pillar of our
company.
OpenEdge customers include many companies that
you would recognize. But you might not know that a significant
portion of our customers are other software companies that have
built their applications (and businesses) on our platform.
Our commitment to OpenEdge remains strong, with
our latest long-term support (LTS) release, 12.8 being supported
until 2030. We are also actively working on the innovation releases
that will follow and enable our customers to meet pressing business
challenges well into the future.
We are no strangers to the SQL world either.
OpenEdge supports SQL in addition to ABL, and our DataDirect
connectivity products set the standard for ODBC and JDBC
connectivity, already embedded in many popular applications.
Deepening Our Data Capabilities in the Age Of
AILast year, we added the MarkLogic Multi-Model Database to our
portfolio, along with Semaphore, which extends our capabilities to
include the management of documents, graphs, geospatial, time
series and more. We believe that this combination of data platforms
provides the means for our customers to embrace AI, leveraging
private information with LLMs using Retrieval Augmented Generation
(RAG).
We are convinced that MariaDB would be an
excellent addition to the Progress portfolio, providing leading
relational database capabilities to customers with applications
built with a wide variety of languages and approaches.
The Ideal Long-Term PartnerCustomer success,
along with innovation and acquisition, is foundational to our
strategy and is reflected by our high retention rates and customer
satisfaction scores.
Our product commitment and customer
relationships are measured not just in years, but in decades. We
have a track record of success that goes back more than 40 years
and are proud to have customers who have been with us since the
beginning and continue to rely on and expand their use of our
products.
Progress is not just a database company,
however. We have a robust portfolio of infrastructure software
products to build, deploy and manage enterprise applications. We
believe this robust portfolio and proven financial success and
stability make Progress the ideal long-term partner for
MariaDB.
Contacts: |
|
|
|
Progress |
|
|
|
Investor Contact: |
Press Contact: |
Michael Micciche |
Erica McShane |
Progress Software |
Progress Software |
+1 781-850-8450 |
+1 781-280-4000 |
Investor-Relations@progress.com |
PR@progress.com |
|
|
Europa Partners
(Financial Advisor to Progress) |
|
|
|
Jan Skarbek, Dominic King: +44
20 7451 4542 |
|
|
|
About Progress
Progress (Nasdaq: PRGS) provides software that
enables organizations to develop and deploy their mission-critical
applications and experiences, as well as effectively manage their
data platforms, cloud and IT infrastructure. As an experienced,
trusted provider, we make the lives of technology professionals
easier. Over 4 million developers and technologists at hundreds of
thousands of enterprises depend on Progress. Learn more at
www.progress.com.
Responsibility statement
The Progress board of directors accept
responsibility for the information contained in this announcement.
To the best of the knowledge and belief of the Progress board of
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.
Important notice relating to financial
advisor
Europa Partners Limited
(“Europa”), which is authorised by the Prudential
Regulation Authority (“PRA”) and regulated by the
Financial Conduct Authority (“FCA”) and the PRA in
the United Kingdom, is acting exclusively for Progress and for no
one else in connection with the Possible Offer and will not be
responsible to anyone other than Progress for providing the
protections afforded to its clients or for providing advice in
connection with the Possible Offer. Neither Europa, 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 Europa in connection with the Possible Offer, this announcement,
any statement contained herein or otherwise.
Further Information; No Offer or
Solicitation
This announcement 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 Possible 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.
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 MariaDB 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) MariaDB 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 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
(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 MariaDB, 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.
Publication on Website
In accordance with Rule 26.1 of the Irish
Takeover Rules, a copy of this announcement will be available on
Progress’ website: www.progress.com promptly and in any event by no
later than 12:00 p.m. (New York time) on the business day following
this announcement. The content of this website is not incorporated
into and does not form part of this announcement.
Progress Software (NASDAQ:PRGS)
Gráfica de Acción Histórica
De Abr 2024 a May 2024
Progress Software (NASDAQ:PRGS)
Gráfica de Acción Histórica
De May 2023 a May 2024