February 17, 2024

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.

GlobeNewswire Distribution ID 9038911

February 17, 2024

African Leaders Called to Action on Agriculture and Food Security Amid Climate Crisis

ADDIS ABABA, ETHIOPIA – In a significant appeal, the African Union Commission (AUC), the Food and Agriculture Organization (FAO), and the Committee of African Heads of State and Government on Climate Change (CAHOSCC) have jointly urged African leaders to prioritize agriculture and bolster climate finance to safeguard food security against the backdrop of escalating climate change effects.

According to Ethiopian News Agency, during a high-level event in Addis Ababa, the trio highlighted the acute impact of climate change on Africa, underscoring the continent’s heightened vulnerability to growing hunger threats. Semedo emphasized the crucial role of sustainable agriculture in ensuring food security while addressing climate challenges. She called for focused investments in sustainable food systems and the prioritization of small-scale producers within climate funding mechanisms.

AUC Chairperson Moussa Faki Mahamat emphasized the necessity of augmenting financial support for Africa’s agricultural systems, noting the continent’s minimal contribution to global emissions. Mahamat argued for the cost-effectiveness of climate adaptation funding over the expense of emergency interventions.

Kenyan President and CAHOSCC Coordinator William Ruto underscored the paramount importance of agriculture to Africa, where it accounts for 35 percent of the Gross Domestic Product (GDP) and employs the largest number of people. However, Ruto highlighted the sector’s susceptibility to climate change, which disproportionately affects farmers and communities already facing food insecurity. He stressed the critical need for investment in adaptation measures and food sovereignty to mitigate these challenges.

Ruto summarized the collective position, stating, “Together we can overcome climate change challenges through strategic investments and policies to transform Africa into a global breadbasket while ensuring regional food security.” The leaders advocated for increased adaptation finance, the forging of innovative partnerships, and the collaboration between governments and the private sector to develop a resilient and sustainable agricultural sector in Africa.

Additionally, they announced plans to establish frameworks to guide agricultural policy post-2025, following the expiration of the Malabo Declaration, setting a course for future efforts to enhance food security and climate resilience across the continent.

February 17, 2024

PM Abiy Advocates for Regional and Continental Integration to Spur Economic Diversification and PeaceEthiopian Prime Minister Discusses Mutual Interests with Zimbabwean and South Sudanese Presidents

ADDIS ABABA, ETHIOPIA – Prime Minister Abiy Ahmed highlighted the critical role of regional and continental integration in diversifying economies and fostering peaceful coexistence in Africa during the 37th Ordinary Session of the Assembly of the Heads of State and Government of the African Union.

According to Ethiopian News Agency, strong regional and continental frameworks are necessary to address national development challenges effectively, considering geographical logistics and security aspects. He underscored the importance of enhancing infrastructural connectivity through the development of roads, airports, ports, rail networks, pipelines, and communication networks to link communities, boost trade, and facilitate economic integration across the continent.

The Prime Minister stressed the foundational need for peace and stability as prerequisites for economic and social development. He remarked on the transformative changes the world is experiencing due to geopolitical competition, economic challenges, climate change, and technological advancements. While celebrating the African Union’s permanent membership at the G20, Abiy pointed out the need to address significant questions that remain unanswered.

Reflecting on the historical impact of colonialism on Africa’s development trajectory, Abiy emphasized the importance of acknowledging and understanding the continent’s past to move forward with greater determination and dignity. He highlighted Africa’s abundant natural and human resources, advocating for self-reliance over dependency on aid.

Education was identified as a key driver for sustainable development and rapid growth. Abiy detailed Ethiopia’s progress in expanding access to education, including the construction of over 30,000 schools and significant investments in secondary education and technical and vocational education and training (TVET) programs to enhance quality and meet labor market demands.

The Prime Minister also touched on the potential of new technologies and innovative learning models to propel the continent forward, citing artificial intelligence’s role in delivering personalized learning experiences that transcend cultural and language barriers.

Addressing financial challenges, Abiy called for a reevaluation of the international financial architecture to better serve the needs of Africa, emphasizing the continent’s growing financing needs due to climate change and the cost of living crisis. He urged major financial agencies to adapt to the realities faced by middle and low-income countries.

As Africa moves towards a digital economy with a rapidly increasing number of mobile data users, Abiy advocated for a robust pan-African data governance strategy aligned with Agenda 2063’s principles. This approach, he argued, would enhance the continent’s competitiveness, ensure proactive data management, and protect individual rights.

ADDIS ABABA – Prime Minister Abiy Ahmed of Ethiopia held meetings with President Emmerson Mnangagwa of Zimbabwe and President Salva Kiir Mayardit of South Sudan today, focusing on a range of current mutual interests. The discussions took place ahead of the opening session of the African Union Summit, marking a significant diplomatic engagement between the leaders.

According to Ethiopian News Agency, the meeting with the African Development Bank President, along with the leaders of Zimbabwe and South Sudan, was centered around various issues of mutual interest. While specific details of the discussions were not disclosed, the engagement signifies Ethiopia’s ongoing commitment to fostering diplomatic and collaborative relationships with its African counterparts.

The meetings underscore the importance of regional cooperation and dialogue in addressing continental challenges and advancing mutual development goals. The African Union Summit serves as a key platform for African leaders to convene and deliberate on a wide array of issues affecting the continent, including peace, security, and economic development.

February 17, 2024

PM Abiy Advocates for Regional and Continental Integration to Spur Economic Diversification and Peace

February 17, 2024

African Leaders Encouraged to Support Establishment of Continental Financial Institutions

ADDIS ABABA – During a Presidential Dialogue on the margins of the 37th African Union Summit, African nations were urged to ratify conventions for the establishment of key continental financial institutions aimed at enhancing intra-African trade, financial deepening, and stability. The dialogue, which focused on African Union Financial Institutions, reforms of the global financial architecture, and the launch of the Africa Club, was a platform for discussing measures to strengthen Africa’s economic independence and development.

According to Ethiopian News Agency, who addressed the dialogue, it is imperative for African economies to reconsider the allocation of their sovereign reserves. He advocated for investing at least 30 percent of these reserves in African multilateral institutions like the African Development Bank and the African Export-Import Bank to bolster their balance sheets and, by extension, support African development more effectively. Akufo-Addo also proposed the creation of an annual economic summit where African leaders could deliberate on economic issues pertinent to the continent.

Further emphasizing the need for institutional support, Akufo-Addo called on African nations to ratify conventions that would lead to the establishment of the African Investment Bank, the African Monetary Fund, and the African Central Bank. These institutions are seen as pivotal in promoting intra-African trade, financial deepening, and stability across the continent.

Albert Muchanga, the Commissioner for Economic Development, Trade, Tourism, Industry, and Minerals of the African Union Commission, echoed the call for action. He outlined the importance of establishing the African Union Financial Institutions, which include the African Central Bank, the African Investment Bank, the African Stock Market, the African Credit Agents, the African Monetary Fund, and the African Financial Stability Mechanism. Muchanga stressed that these institutions are essential for Africa’s development and urged member states to sign the necessary legal instruments and mobilize capital for their operation.

Additionally, Muchanga highlighted the need for macroeconomic convergence as a prerequisite for establishing the African Central Bank and a common African currency. He called for swift action and participation from all member states to drive Africa’s development agenda forward, emphasizing the role of these institutions in ensuring the continent’s financial stability and growth.