Business

K1 and Affiliates Secure Major Stake in MariaDB Takeover Bid

MANHATTAN BEACH, Calif., May 20, 2024 /PRNewswire/ – K1 Investment Management, LLC, referred to as "K1," has made significant headway in its audacious bid to take over database tech giant, MariaDB. In an announcement issued on April 24, 2024, under Rule 2.7 of the Irish Takeover Rules, K1 expressed a firm intention through Meridian Bidco LLC, known as "Bidco," an affiliate acting on behalf of K1 as the manager of K5 Private Investors, L.P., or "K5." The primary objective of this initiative is the acquisition of the entire issued and pending share capital of MariaDB plc, herein referred to as "MariaDB," an opportunity termed the "Offer."

The proposition's intricacies, including terms and conditions, are detailed in the Rule 2.7 Announcement, with a comprehensive account set to feature in the forthcoming Offer Document. This announcement, hereinafter denoted as "Announcement," employs capitalized expressions that carry meanings assigned to them in the Rule 2.7 Announcement unless stated otherwise.

Strategic Alliance Strengthens Takeover Prospects

Advancing their strategic coup, K1, K5, and Bidco triumphantly communicated additional irrevocable commitments acquired on May 17, 2024. These agreements staunchly support the Offer, or tactically, a scheme of arrangement contingent to MariaDB plc under the Companies Act 2014. Parties listed subsequently have pledged their support of approximately 12,376,128 MariaDB Shares, which translates to an imposing 17.93% of MariaDB's existing issued share capital as of May 16, 2024.

The shareholders' unwavering resolve keeps the undertakings in effect even amidst alternative offers for MariaDB. Further scrutiny reveals the clauses and conditions under which these declarations may dissolve, as outlined hereunder.

In-depth Analysis of Shareholders Commitments

Table of Shareholder Participation:

In this table, shareholders enumerate their allegiances, specifying the number of MariaDB Shares to which their irrevocable commitments relate, their corresponding percentage of MariaDB's current issued share capital, and clearly indicating their preference for either a Cash Offer or an Unlisted Unit Alternative. Notably, entities such as Highbar Partners II LP, Vinland Long Bias Fund Ltd, Finnish Investment LTD, among others, have declared their inclinations. These pledges collectively represent a significant segment of MariaDB's foundational investor structure.

Commitment Validity Provisions:

Crucial to these undertakings is their permanence, enduring the possibility of competitive counters to the Offer. The guaranteed support persists until the earliest of these events: (a) a public withdrawal of the Offer by Bidco and/or K1 Group, with no simultaneous or imminent new offer or scheme; (b) lapse, closure, or official withdrawal of the Offer, not influenced merely by a switch to an arrangement scheme under the Companies Act 2014; or (c) the Offer obtaining full unconditional status or, where a scheme of arrangement is elected, its efficacy under the pertinent legislation.

A Colossal Leap Towards Acquisition Success

This latest development heralds a pivotal moment, as K1, K5, and Bidco collectively obtain irrevocable commitments from shareholders encompassing approximately a staggering 68.51% of MariaDB's extant issued share capital, a sizable leap from the initial Offer. This monumental step strengthens the acquisition's probability, significantly tipping the scales in the Offer's favor, with the backing firmly rooted totaling 47,288,825 MariaDB Shares as of May 16, 2024. The Rule 2.7 Announcement encloses specifics of preceding irrevocable undertakings before this headline-grabbing news.

Key Players and Inquiry Contact Points

Notable Financial and Public Relations Advisors:

K1 and Bidco have sought the expertise of prestigious entities in their venture; Lazard acts as the exclusive financial advisor, while Haven Tower Group serves as the public relations advisor. These advisors' contact details provide channels through which interested parties can pursue inquiries, depicting an open and transparent consultation landscape.

Vital Proclamations and Legal Imperatives

The bearers of the Offer, comprising entities linked to K1, take full responsibility for the legitimacy of these disclosures. Lazard will not extend its advisory protections beyond K1 and Bidco, underlining its exclusive allegiance and delineating the scope of liability amongst advisory roles.

Mandatory Disclosure Compliance:

In alignment with the Irish Takeover Rules, any party vested with 1% or more in MariaDB securities is obliged to declare dealings promptly. These disclosures should factor in cooperation between parties to cumulatively acquire securities stakes. The mandated timings and procedures are crucial to maintaining regulatory conformity and transparency throughout the Offer period.

International Regulations and Constraints:

Complex legal frameworks in various countries may impose restrictions, and potential participants located outside of Ireland are advised to comply with such norms. The capability to honor the Offer, including the Unlisted Unit Alternative, is curtailed in jurisdictions where it contravenes local stipulations, emphasizing the participants' diligence.

Distribution Restrictions:

The dissemination of specific Offer-related documents is strictly regulated. Consequently, there is a stringent prohibition on their distribution in Restricted Jurisdictions, a measure necessitated by the obligation to adhere to the jurisdictions' securities laws.

United States Territory-Specific Notices:

Within the United States, this Offer is not intended as a solicitation or an encouragement to engage in the securities market. Importantly, it falls outside the ordinary securities exchange framework due to the involvement of foreign entities.

Digital Accessibility:

All relevant documentation, barring certain jurisdictional restrictions, will be digitally available. This electronic repository encompasses affiliated websites, significantly improving accessibility for those monitoring the proceedings.

Considerations and Actionable Steps for U.S. Residents

U.S. residents are cautioned to give substantial consideration to the documents filed with the SEC, as they contain critical data. These documents, vital for making informed decisions about the Offer, will be available on the SEC's website.

Offer Modalities in the United States:

The Offer will adapt to the legal landscape of the United States, including compliance with the Exchange Act while retaining fidelity to the Irish Takeover Rules' principles. The materialization of the Offer will be subject to the observance of the prescribed disclosure obligations, deadlines, and procedural rigors.

Jurisdictional Implications for Litigation:

U.S. residents are reminded of the potential complications in pursuing legal redress due to the international domicile of certain MariaDB directors and specific limitations inherent in enforcing U.S. federal securities law outcomes overseas.

Rounding Conventions and Digital Presence

Numerical figures within this Announcement have undergone rounding adjustments, prompting a variance in totals and subtotals across various data presentations. This procedural standardization facilitates a cohesive numerical narrative for stakeholders.

Corporate Visual Identity:

The corporate emblem of K1 Investment Management, a testament to the enterprise's brand identity, is available for viewing online. This visual representation underscores the firm's corporate persona and its stake in the proceedings.

Concluding Remarks

The machinations described in this comprehensive Announcement, and the ancillary documents to which it refers, herald a transformative chapter for MariaDB and its shareholders. With a significant majority of shareholder support secured by K1, K5, and Bidco, the path forward for the proposed Offer exhibits a definitive tilt towards materialization. As this meticulously orchestrated strategy unfolds, the business communities in Ireland and the United States, alongside international investors, will undoubtedly observe the subsequent developments with keen interest.

For additional information, inquiries, and ongoing updates regarding the Offer, stakeholders are urged to leverage the communication channels elucidated within this document, and maintain regular engagement with the digital platforms associated with K1 and the Offer.