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




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.


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.

GlobeNewswire Distribution ID 9038911

Issuance law regarding classification of countries, entities and persons hostile to Republic of Yemen

Law No. (5) of 1445 AH was issued today,Saturday, regarding the classification of countries, entities and persons hostile to the Republic of Yemen.

The law included 7 articles divided into three chapters as follows:

Chapter One: Nomenclature, definitions, and objectives.

Chapter Two: Enforcement of this law.

Chapter Three: Hostility and measures to confront it.

The last article of the law stipulates that it will be effective from the date of its issuance and publication in the Official Gazette.

Source: Yemen News Agency

China emerges as leader in AI development and governance

BEIJING: China plays a leading role in the global development of artificial intelligence (AI) and has excelled in AI governance, according to the AI Governance International Evaluation Index (AGILE).

According to China Daily Report, the AGILE Index was developed by the Center for Long-term Artificial Intelligence and the International Research Center for AI Ethics and Governance (both under the Institute of Automation of the Chinese Academy of Sciences). The comprehensive assessment covered 39 parameters in 14 representative countries, with the aim of illustrating the current landscape of AI governance and suggesting improvements for global governance systems.

The index reveals that China ranks second overall with a score of 68.5, surpassed only slightly by the United States (which scored just above 70). China’s performance significantly outpaces its per capita GDP, demonstrating its superior AI development and effective governance mechanisms.

While China displays considerable strengths in AI development,
the report notes challenges in AI infrastructure. Among eight key indicators (articles published on AI, professionals, patents granted, AI systems published, top 500 supercomputer FLOPs, co-location data centers, total funding of AI companies and start-ups) China secures second place with contributions ranging from 10% to 33% of the total. However, China holds only 2.5% of the infrastructure for AI data centers – crucial for data processing and the development of large-scale AI applications – ranking ninth overall.

Notably, China stands out for its growing body of literature on AI governance. In 2021, Chinese publications accounted for 23.1% of global AI governance literature – the highest among the 14 surveyed countries.

Source: Emirates News Agency

Showers forecast in northern, central regions Saturday-JMD

Amman: The weather on Saturday will be cold almost countrywide and foggy, especially over hilltops, and rain showers are forecast occasionally in the Kingdom’s northern and central areas, Jordan Meteorological Department (JMD) said in its daily update.

Meanwhile, the chance of light showers for a short period is weak in limited parts of Jordan’s eastern and southwestern regions.

In its report, the JMD warns of the risk of low horizontal visibility due to fog, especially over mountainous heights, and slippery roads in areas that witness rainfall.

On Sunday, there will be a slight rise in temperatures, and the weather will be cold and partly cloudy almost nationwide, and the temperature will be pleasant in the Jordan Valley, the Dead Sea, and Aqaba.

Rain showers are forecast in the Kingdom’s northern and central areas and light downpour may occur in eastern regions, the JMD said.

On Monday, a slight drop in temperatures is expected and showers will fall in Jordan’s northern and central areas and limited pa
rts of the eastern regions.

Also today, temperatures in the capital Amman will hit a high of 13 degrees Celsius and a low of 4C, while port city of Aqaba will see a fair 23C during the day, sliding to 15C at night.

Source: Jordan News Agency

Jordanian King meets Prime Ministers of Qatar, Ireland and Denmark

MUNICH: His Majesty King Abdullah II bin Al Hussein of the Hashemite Kingdom of Jordan, met in Munich yesterday Prime Ministers Sheikh Mohammed bin Abdulrahman Al Thani of Qatar, Leo Varadkar of Ireland, and Mette Frederiksen of Denmark, as well as Secretary-General of NATO Jens Stoltenberg on the sidelines of the 60th Munich Security Conference (MSC) 2024.

The meeting touched on creating a political horizon that leads to a comprehensive, just, and lasting settlement of the Palestinian-Israeli conflict based on the two-state solution, stressing the importance of maintaining support for the United Nations Relief and Works Agency for Palestine Refugees in the Near East (UNRWA).

Source: Emirates News Agency

Ministry of Government Communications launches youth media training program

Amman: Ministry of Government Communications held an ad hoc training program in “Media and Information Literacy,” in partnership and cooperation with Al Hussein Fund for Excellence and Jordan Media Institute.

As part of the initiative, 66 young men and women volunteers joined Crown Prince Foundation and King Abdullah II Fund for Development for the free training program, which was held over 3 days in governorates of Irbid, Karak, and Aqaba.

The program featured training courses that addressed media and information literacy concepts, skills to verify rumors, misleading news, and hate speech in the media and social platforms, and youth digital safety, according to a ministry statement on Saturday.

The statement added that the program aims to train and build capabilities of 75 youths within the age group of 16-25 years in 6 different governorates, namely Irbid, Karak, Aqaba, Zarqa, Jerash, and Ma’an.

The program is implemented in these cities successively over a 3-month period and each workshop runs for 3 da

Source: Jordan News Agency