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     185  0 Kommentare RECOMMENDED CASH OFFER for MARIADB PLC by MERIDIAN BIDCO LLC which is an Affiliate of K1 INVESTMENT MANAGEMENT, LLC as manager of K5 PRIVATE INVESTORS, L.P.

    OFFER UPDATE
    EXERCISE OF ROLLOVER WITHDRAWAL RIGHT AND WITHDRAWAL OF THE UNLISTED UNIT ALTERNATIVE FROM THE OFFER

    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.

    MANHATTAN BEACH, Calif., June 17, 2024 /PRNewswire/ -- On 24 May 2024, Meridian Bidco LLC ("Bidco") made an offer to acquire the entire issued and to be issued share capital of MariaDB plc ("MariaDB") (the "Offer") with the terms and conditions of the Offer set out in the offer document despatched and filed by Bidco as Exhibit (a)(1)(A) to the Tender Offer Statement filed on Schedule TO with the US Securities and Exchange Commission on 24 May 2024 (the "Offer Document").

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    Capitalised terms used but not defined in this announcement have the same meaning given to them in the Offer Document.

    Bidco today announces that it has exercised the Rollover Withdrawal Right to withdraw the Unlisted Unit Alternative from the Offer in accordance with the terms of the Offer Document. As described in the Offer Document, it was a term of the Unlisted Unit Alternative that the Topco Rollover Units would only be issued if there were no MariaDB Shareholders whose election would require registration of the Topco Rollover Units under the United States Securities Act of 1933 (as amended) and for which there was no applicable exemption from the registration requirements of applicable US securities laws. Bidco has exercised the Rollover Withdrawal Right on the basis that it cannot be satisfied that such exemptions exist for each shareholder who has elected for the Unlisted Unit Alternative.

    Accordingly, the Unlisted Unit Alternative has lapsed and been withdrawn, no Topco Rollover Units will be issued and the consideration payable in respect of each tendered MariaDB Share will be settled in cash in accordance with the terms of the Cash Offer. All elections received to date for the Unlisted Unit Alternative will be deemed elections for the Cash Offer, so MariaDB Shareholders that have already tendered do not need to take any further action.

    The Offer Document will be amended and restated to reflect that the Unlisted Unit Alternative has lapsed and been withdrawn, but no other terms and conditions of the Offer will be affected by the exercise of the Rollover Withdrawal Right. In particular, MariaDB Shareholders will continue to have withdrawal rights up until the Expiration Time. The amended and restated Offer Document, including any updates to the disclosures will be promptly published and posted to MariaDB Shareholders (other than those located in a Restricted Jurisdiction).

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    RECOMMENDED CASH OFFER for MARIADB PLC by MERIDIAN BIDCO LLC which is an Affiliate of K1 INVESTMENT MANAGEMENT, LLC as manager of K5 PRIVATE INVESTORS, L.P. OFFER UPDATE EXERCISE OF ROLLOVER WITHDRAWAL RIGHT AND WITHDRAWAL OF THE UNLISTED UNIT ALTERNATIVE FROM THE OFFER NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A …