Offer update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY (IN WHOLE OR IN PART) IN, TO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE APPLICABLE LAWS OF THAT JURISDICTION.

PUBLICATION OF AN AMENDMENT TO THE SOLICITATION/RECOMMENDATION STATEMENT PREVIOUSLY RE-FILED IN ANNEX 14D-9

REDWOOD CITY, Calif. and DUBLIN, July 5, 2024–(BUSINESS WIRE)–On July 5, 2024, MariaDB plc (NYSE: MRDB) (“MariaDB” or the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”)SECOND“) an amendment to its amended and restated solicitation/recommendation statement on Schedule 14D-9 previously filed with the SEC on June 24, 2024 (“Amendment No. 5“).

Copies of this announcement and Amendment No. 5, subject to certain restrictions regarding persons resident in restricted jurisdictions, are made available on MariaDB’s website (investors.mariadb.com/k1-offer/). Neither the contents of this website nor the contents of any other website accessible from hyperlinks on this website are incorporated into or form part of this announcement.

IMPORTANT NOTICES

ABOUT MARIADB

MariaDB is a next-generation database company whose products are used by businesses of all sizes, reaching over a billion users across Linux distributions and having been downloaded over a billion times. Deployed in minutes and easily maintained, leveraging cloud automation, MariaDB database products are designed to support any workload, any cloud, and any scale, while saving up to 90% on proprietary database costs. Trusted by organizations such as Bandwidth, DigiCert, InfoArmor, Oppenheimer, and Samsung, MariaDB software is the backbone of the critical services people rely on every day. For more information, visit mariadb.com.

DISCLAIMER

The directors of the Company assume responsibility for the information contained in this press release. To the best of their knowledge (and having taken all reasonable precautions to ensure that this is the case), the information contained in this press release is accurate and does not omit anything likely to alter its scope.

DISCLOSURE REQUIREMENTS OF IRISH TAKEOVER RULES

Pursuant to 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 the Company, all “deals” in the “relevant securities” of the Company or any offeror (including by way of an option relating to such “relevant securities” or a derivative referencing such “relevant securities”) must be publicly disclosed by 3:30 p.m. (New York time) on the “business day” following the date of the relevant transaction. This requirement will remain in effect until the end of the “offer period”. If two or more persons cooperate on the basis of an express or implied agreement, oral or written, to acquire an “interest” in the “relevant securities” of the Company, they will be deemed to be one person for the purposes of Rule 8.3 of the Irish Takeover Rules. A disclosure table, giving details of companies whose ‘dealings’ in ‘relevant securities’ are required to be disclosed, is available on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

The story continues

In general, interests in securities arise when a person has long-term economic exposure, either conditionally or absolutely, to changes in the price of the securities. In particular, a person will be considered to have an “interest” by virtue of ownership or control of securities, or by virtue of an option on securities or a derivative product referencing securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which are available on the Irish Takeover Panel website. If you are in any doubt as to whether or not you are required to disclose a “transaction” under Rule 8, please refer to the Irish Takeover Panel website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020.

FORWARD-LOOKING STATEMENTS

Certain statements contained in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Words denoting future events and actions, such as “will,” “may,” and variations of these words, and similar expressions and forward-looking language identify forward-looking statements, but the absence of such words does not mean that the statement is not forward-looking. Forward-looking statements contained in this press release include statements regarding the Offering and related actions and events. Forward-looking statements are not guarantees of future events or actions, which may differ materially from those expressed or implied in such statements. Differences may result from, among other things, actions taken by the Company, its management, its board of directors or third parties, including those that are beyond the Company’s control. These differences and associated uncertainties and risks include, without limitation, the possibility that an offer will not be made, the possibility that even if an offer is made, the parties will not agree on a price or other terms or will not pursue a transaction or, if pursued, that a transaction will not be consummated, any adverse effect of this announcement or the failure to consummate a transaction on the market price of the Company’s common stock and other securities (including the warrants), and potentially significant transaction and related costs. The foregoing list of differences, risks and uncertainties is illustrative, but not exhaustive. For more information on factors that could affect the Offering and related actions and events, please see the “Risk Factors” described in the Company’s filings and documents with the U.S. Securities and Exchange Commission. These forward-looking statements reflect the Company’s expectations as of the date hereof. The Company assumes no obligation to update the information provided herein.

FURTHER INFORMATION

The release, publication or distribution of this announcement in, into or from certain jurisdictions other than Ireland may be restricted or affected by the laws of such jurisdictions. Accordingly, copies of this announcement are not being and must not be mailed or otherwise forwarded, distributed or sent into, into or from any such jurisdiction. Accordingly, persons receiving this announcement (including, without limitation, nominees, trustees and custodians) who are subject to the laws of any jurisdiction other than Ireland and who are not resident in Ireland should inform themselves about and observe any applicable restrictions or requirements. Any failure to do so may constitute a violation of the securities laws of any such jurisdiction.

No statement in this press release is intended to constitute a forecast of earnings for any period, nor should it be construed as an indication of what the Company’s future financial or operating results may be, nor to imply that earnings or earnings per share will necessarily be higher or lower than those of the Company’s relevant prior financial periods. No statement in this press release constitutes a valuation of any assets. No statement in this press release constitutes an estimate of the anticipated financial effects of any acquisition of the Company, whether to the Company or to any other person.

REQUEST FOR INFORMATION ON PAPER

Any MariaDB shareholder may request a copy of this announcement in paper form by writing to Investor Relations by email at [email protected]Any written request must include the identity of the MariaDB shareholder and all paper documents will be sent to the MariaDB shareholder’s address specified in the written request.

A hard copy of this announcement will not be sent to MariaDB shareholders unless requested.

Source: MariaDB

View source version on businesswire.com: https://www.businesswire.com/news/home/20240702775098/en/

Contacts

Investors:
[email protected]

Media:
[email protected]