Progress Software Corp. Statement regarding Possible Offer for MariaDB plc - Seite 2

MariaDB is an attractive opportunity for Progress to consider as it meets many aspects of the company’s disciplined approach to acquisitions. Progress has undertaken due diligence in order to evaluate a possible offer for all the issued and to be issued share capital of MariaDB.

Progress is ready to engage with MariaDB’s Board to complete its due diligence and progress its Possible Offer expeditiously, which it believes is in the best interests of all stakeholders.

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, Progress must, by no later than 5.00 p.m. (New York time) on May 7, 2024, being the 42^nd day following this announcement, 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 Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, Progress reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower value than $0.60 per share):

a)		with the recommendation or consent of the MariaDB Board, or an independent committee of the MariaDB 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 Progress 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 or a disposal of assets or the business by MariaDB pursuant to any sale, reconstruction, insolvency process or amalgamation 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 $0.60 per share.

A further announcement will be made as and when appropriate.