K1 Investment Management, LLC (“K1”) Statement regarding Possible Offer for MariaDB plc (“MariaDB”)

POSSIBLE OFFER (RULE 2.4 ANNOUNCEMENT)

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.

THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “TAKEOVER RULES”) AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.

LOS ANGELES, Feb. 16, 2024 (GLOBE NEWSWIRE) — K1 confirms that it made, on 15 February 2024, a non-binding proposal to the board of directors of MariaDB (the “Board”) to acquire, together with K1’s investment affiliates, all of the issued, and to be issued, share capital of MariaDB at a value of $0.55 per share (the “Possible Offer”). The terms of the Possible Offer represent:-

  • (i) a 189% premium to MariaDB’s closing share price on February 5, 2024, the last full trading day prior to the announcement by MariaDB of a potential forbearance agreement with RP Ventures LLC and Hale Capital Partners; and
  • (ii) a 114% premium to MariaDB’s average closing share price of the last 30 calendar days.

K1 has a high regard for the MariaDB business and looks forward to engaging with MariaDB in connection with the Possible Offer.

It is intended that the proposed transaction would be effected by way of an Irish law scheme of arrangement whereby K1, or its affiliates, would acquire 100% of the issued shares of the Company. However, K1 reserves the right to implement the proposal, instead, by way of contractual offer. The form and/or mix of the offer consideration has not yet been determined.

There can be no certainty that any offer will be made, nor as to the terms on which any such offer might be made.

In accordance with Rule 2.6(a) of the Irish Takeover Rules, K1 must, by no later than 5.00 p.m. on 29 March 2024 either announce a firm intention to make an offer for MariaDB in accordance with Rule 2.7 of the Irish Takeover Rules or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Irish Takeover Rules applies. This deadline may be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, K1 reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower value than US$0.55 per share):

a) with the recommendation or consent of the Board, or an independent committee of the Board (as appropriate);

b) if any dividend or any other distribution or return of value is paid or becomes payable by MariaDB to MariaDB shareholders after the date of this announcement, in which case K1 will have the right to reduce the offer consideration by the amount of any dividend (or other distribution or return of value) which is paid or becomes payable by Maria DB to MariaDB shareholders;

c) following the announcement by MariaDB of a whitewash transaction pursuant to the Irish Takeover Rules on less favourable terms than those set out in this announcement; or

d) if a third party announces a firm intention to make an offer for MariaDB on less favourable terms than those set out in this announcement or at a lower value than $0.55 per share.

A further announcement will be made as and when appropriate.

Contacts:

Lazard (Financial Advisor to K1)

Adrian Duchini, Keiran Wilson, Charles White   +44 20 7187 2000

About K1

K1 is a global investment firm that builds category-leading enterprise software companies and has over $13 billion of assets under management. K1 partners with strong management teams of high-growth technology businesses to help them achieve successful outcomes. With over 125 professionals, K1 and its operating affiliate, K1 Operations LLC, change industry landscapes with operationally focused growth strategies designed to rapidly scale portfolio companies. Since the inception of the firm, K1 has partnered with over 200 enterprise software companies including industry leaders such as Axcient, Checkmarx, Emburse, Elmo, Granicus, Litera Microsystems, Onit, Reveal-Brainspace, simPRO, Smarsh, and XTM International.

Responsibility statement

The K1 Responsible Persons (being the investment committee of K1) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the K1 Responsible Persons (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 adviser

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 no one else in connection with the Possible Offer and will not be responsible to anyone other than K1 for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Possible 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.

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 K1’s website: https://k1.com/meridian promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

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Kadjebi Assembly reconvenes on February 19 to elect Presiding Member


The 54-member Kadjebi District Assembly in the Oti Region will reconvene on Monday, February 19, to elect a presiding member (PM).

The Assembly’s attempt on February 12 to elect a PM failed as none of the two contenders, Mr Charles Nyame Kormisah, a Government Appointee and Headmaster of Ntruboman SHS, and Mr Anthony Ahiable, an Assemblyman for Wawaso Electoral Area and a Teacher, failed to get the required two-thirds majority votes.

A letter written on February 14, signed by Mr Cletus Chevure, Secretary to the Assembly, asked the Assembly to be present at 1000 hours on Monday, February 19 for the election of the presiding member.

The letter, signted by the Ghana News Agency, stated the formation of committees/sub-committees, and adoption of official Language (s) to be used during the Assembly proceedings, among other things on the same day.

The previous elections on February 12 saw Mr Kormisah getting 31 votes while Mr Ahiable had 20 during the first round of voting with two rejected ballots and one abse
ntee.

That of second round saw Mr Kormisah securing 33 votes, with Mr Ahiable getting 20.

In line with section 17(3) of the Local Governance Act, 2016 (Act 936), ‘The Presiding Member shall be elected by at least a two-thirds majority of all the members of the District Assembly’.

Source: Ghana News Agency

‘Ministerial reshuffle adds zero value to the economy’- Franklin Cudjoe


Mr Franklin Cudjoe, President IMANI-Africa, says President Akufo Addo’s recent ministerial reshuffle adds ‘zero value’ to the economy considering the limited time the new appointees have to serve in the government.

He said the President would have left a legacy if he had reduced the numbers in his government instead of appointing new officials.

Like other social commentators, Mr Cudjoe believed time would have elapsed by the time Parliament was done vetting the new ministers and deputies for them to settle on the job.

‘Even if they [the ministers] are competent to do what they have to do, they will rather be distracted because some of these persons are going to run for the next elections so they are already thinking of how they will retain their seats…It would have been wiser to leave the old guards [ministers] to run their thing,’ he stated on Saturday in a media discussion.

President Akufo Addo on Wednesday, February 14, 2024, made his first ministerial reshuffle since assuming office in 2017.

A total
of 13 ministers were replaced while 10 deputies were appointed.

Mr Cudjoe, in his submission, agreed that the President should have restructured his government years ago when there was public demand.

‘At this critical juncture what the President should have done is to reduce the number and not necessarily replace them…He should have actually reduced the numbers and probably merge a few ministries as well. That would have been indicative that we are serious and we mean business,’ he said.

Speaking about the future endeavours of Finance Minister, Mr Ken Ofori Atta who was replaced, Mr Cudjoe said Mr Ofori Atta was going to assume ‘a more sumptuous role’ than being Minister of Finance.

Mr Cudjoe also asked Presidential candidates to provide further details on the number of ministers they intended to appoint when they assumed office.

He said it was not enough for Dr Bawumia, Mr Mahama and Mr Kyeremateng to put out figures but indicate ‘what exactly will constitute’ the total appointees in their government.

Ahead of election 2024, Vice President Dr Mahamudu Bawumia said he would appoint 50 ministers when elected.

Former President Mahama also said he would appoint 60 ministers, while Mr Alan Kyeremateng said he would work with 40 ministers.

Source: Ghana News Agency

Savannah Region will be a true battleground for 2024 Election’-Abu Jinapor


Mr Samuel Abu Jinapor, the New Patriotic Party (NPP) parliamentary candidate for Damongo Constituency, says the Constituency is geared up to secure ‘every vote’ for the Party to propel it to victory in the December 7 Election.

Mr Jinapor, also the Minister of Lands and Natural Resources, said he was battle ready to retain the seat for the NPP and contribute significantly towards the Party’s Flagbearer, Dr Bawumia’s victory in the presidential race.

Speaking at his acclamation ceremony in Damongo in the Savannah Region on Saturday, Mr Jinapor, said: ‘The Savannah region will be a true battleground for the NPP. Every vote and every seat will be contested for, and with the help of the Almighty, all the seats will be secured for the Party’.

Mr Solomon Barnes Essuman, the West Gonja Municipal Director of the Electoral Commission, lifted the hands of Mr Samuel Abu Jinapor to officially announce his candidature.

The acclamation ceremony also saw the launch of the Damongo constituency and the Savannah Region camp
aigns of the Party for 2024 Election.

Over the past four years, Mr Jinapor has impacted his constituents with a number of infrastructure projects and social interventions to alleviate poverty among his people.

The Member of Parliament facilitated the construction of a modern astroturf, community centre, 15-kilometre asphalt road, 15 community boreholes and provided educational materials to pupils in the Constituency.

He also paid the tuition fees of 300 students from the Constituency enrolled in some tertiary education institutions across the country as well as providing financial and technical support to women groups engaged in small and medium-scale enterprises to expand their businesses.

He called for unity among the rank and file of the Party, noting that with unity and tenacity of purpose, they could retain the seat for the Party with a bigger margin on December 7.

‘Just like the Elephant of La Cote d’lvoire triumphed over the Eagles during the 2023 AFCON so, the elephant Party in Ghana will defeat
the eagle on the December 7 Election,’ Mr Jinapor said, amid cheers from the enthusiastic NPP supporters and sympathizers.

Mr Jinapor noted that the NPP Flagbearer Dr Mahamudu Bawumia had vision for the nation, which aligned with the fourth industrial revolution- ICT and digitisation, which the world’s economy was gearing towards.

He took a swipe at the NDC Flagbearer and former President John Mahama for failing to resolve prolonged power outages during his presidency and asked on how his (Mahama) much touted ’24-hour economy’ policy could support Ghanaians.

‘Even within the day, former President Mahama under his presidency, could not supply power to the people of Ghana and many small-scale businesses collapsed, and so, how can he supply power to you during the night,’ Mr Jinapor asked, amid cheers from the audience.

Alhaj Adam Briamah, the Constituency Chairman, in his welcome remarks, said the Party would work very hard to win in all the 86 polling centres across the Constituency on December 7.

He pled
ged his total support for the Parliamentary Candidate and the Party’s Flagbearer to secure victory come December 7.

Alhaji Sulemana Iddrisu, the Regional Chairman of the Party, gave the assurance that the NPP would increase the margin of votes on December 7 in the Damongo constituency from 2,300 vote difference recorded in the 2020 General Election to 7,000 or more in this year’s polls.

The event was attended by Mr Justin Koduah Frimpong, the General-Secretary of the Party, Mr Stephen Asamoah Boateng, Minister for Chieftaincy and Religious Affairs, Mr Francis Asenso Boakye, the Minister-designate for Roads and Highways, Madam Fatimatu Abubakar, the Minister designate for Information and Mr Saeed Muhazu Jibril, the Savannah Regional Minister.

There were regional chairmen from other regions, constituency executives, members of council of elders, party patrons, area coordinators and polling station executives of the Party.

Source: Ghana News Agency

Dr. Bawumia to present campaign team to NPP NEC


Vice President Dr Mahamudu Bawumia, the New Patriotic Party (NPP) flag bearer, is expected to present a list of his campaign team to the Party’s National Executive Committee for approval on Monday.

According to news reports, the Vice President conducted extensive consultations to put together a campaign team comprised of experienced persons who had played key roles in previous NPP elections.

Among the people predicted to make the team are Dan Botwe, the immediate former Minister for Local Government, Decentralisation, and Rural Development. Justin Frimpong Kodua, NPP General Secretary; Frederick Opare-Ansah, former NPP Member of Parliament for Suhum and former parliamentary Chief Whip; Kwabena

Agyepong, former General Secretary; Nana Akomea, Dennis Miracles Aboagye; Anthony Karbo; and Krobea Asante.

Dr Bawumia addressed Ghanaians last Wednesday, outlining the policies he plans to implement if elected President.

The Vice President, who has emphasized digitisation, said that he intends to use technology an
d the private sector to create long-term jobs, generate revenue, and build systems that would propel Ghana into the modern world economy.

He promised to repeal the e-levy, which levied a 1.5 per cent charge on all electronic and mobile money transactions exceeding GHS100 per day.

He also promised to align Ghana’s port charges with that of Togo to check smuggling of goods.

Source: Ghana News Agency