Announcement • Aug 17
Board Approves to Delist MariaDB Shares As previously announced by MariaDB plc, an Irish public limited company (MariaDB" or the Company"), on July 25, 2024 the cash consideration payable in connection with the unsolicited offer (the Offer") by Meridian BidCo LLC,
a Delaware limited liability company (Bidco"), an affiliate of K1 Investment Management, LLC, a Delaware limited liability company, to purchase all of the issued and to be issued ordinary shares of $0.01 each (nominal value) of MariaDB (the MariaDB Shares") was settled. On July 26, 2024, Bidco sent compulsory acquisition notices to those MariaDB shareholders who did not accept the Offer (the Non-Assenting Shareholders"). On August 26, 2024, MariaDB Shares held by Non-Assenting Shareholders will be acquired compulsorily by Bidco on the same terms as the Offer (the Buy Out"). On August 16, 2024, the board of directors of the Company approved the delisting and deregistration of the MariaDB Shares and MariaDB Warrants. In connection with the consummation of the Buy Out, the Company notified the New York Stock Exchange (NYSE") that all outstanding MariaDB Shares not held by Bidco were exchanged pursuant to the Buy Out into cash consideration. The Company requested that the NYSE file a notification of removal from listing and/or registration on Form 25 with the Securities and Exchange Commission (the SEC") with respect to the delisting of the MariaDB Shares and the warrants to subscribe for MariaDB Shares (the MariaDB Warrants"). The last day of trading for the MariaDB Shares and MariaDB Warrants is expected to be on or about August 23, 2024. In addition, the Company intends to file with the SEC a certification and notice of termination on Form 15 requesting that the MariaDB Shares and MariaDB Warrants be deregistered under Section 12(g) and 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act"), and that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the MariaDB Shares and MariaDB Warrants be suspended. Announcement • Jul 30
Runa Capital Provides Information to Shareholders of MariaDB plc On July 29, 2024, Runa Capital Advisors Limited announced that on April 24, 2024, Bidco announced the terms of its recommended cash offer to acquire the entire issued and to be issued share capital of MariaDB plc for $0.55 per share or, as an alternative to the Cash Offer, eligible shareholders of the Company could elect to receive one unlisted, unregistered non-voting Class B unit of Topco and (ii) in connection with the Offer, the Runa Capital entered into deeds of irrevocable undertakings in which they each agreed to accept or elect (i) the Cash Offer or alternatively the scheme of arrangement under the Companies Act 2014 or (ii) other than the Runa Entities, the Unlisted Unit Alternative. Accordingly, as of July 23, 2024, Runa Capital ceased to beneficially own any Ordinary Shares of the Company. Hence, the Campaign is deemed to have been withdrawn. Announcement • Jul 29
Meridian BidCo LLC Intends to Cause the Ordinary Shares of MariaDB plc to Be Delisted from NYSE Meridian BidCo LLC ("Bidco"), an affiliate of K1 Investment Management, LLC ("K1"), announced earlier this week that its tender offer to acquire the entire issued and to be issued share capital of MariaDB plc ("MariaDB") for $0.55 per share (the "Offer") had expired. The Offer was settled in accordance with its terms on July 25, 2024. Bidco now owns 61,263,283 MariaDB ordinary shares, representing 88.70% of the issued share capital of MariaDB as of July 22, 2024. As previously announced, Bidco now intends to apply the provisions of Sections 456 to 460 of the Companies Act of 2014 of Ireland to acquire compulsorily, on the same terms as the Offer, any outstanding ordinary shares of MariaDB not acquired or agreed to be acquired pursuant to the Offer. On July 26, 2024, Bidco sent compulsory acquisition notices (the "Notices") to those MariaDB shareholders who did not accept the Offer (the "Non-Assenting Shareholders"). Following the expiration of 30 calendar days from the date of the Notices, which is expected to be August 25, 2024 (the "Expiration Time"), unless a Non-Assenting Shareholder has applied to the Irish High Court and the Irish High Court orders otherwise, the shares of MariaDB held by Non-Assenting Shareholders will be acquired compulsorily by Bidco (without any action on the part of such shareholders) on the same terms as the Offer, on or about August 26, 2024. The cash consideration payable will be settled no later than three business days after the Expiration Time. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless. Following the compulsory acquisition process, Bidco intends to cause the ordinary shares of MariaDB to be delisted from the New York Stock Exchange and terminate the registration of the MariaDB ordinary shares under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and suspend MariaDB's reporting obligations under the Exchange Act as promptly as possible. 
