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)

Tealium named a Leader in the first-ever Gartner® Magic Quadrant™ for Customer Data Platforms

San Diego, Feb. 16, 2024 (GLOBE NEWSWIRE) — Tealium, the largest independent and most trusted customer data platform (CDP), today announced that it was named a Leader in the first–ever Gartner® Customer Data Platforms Magic Quadrant™. This industry recognition marks a major milestone for CDPs and the maturity of the space on a global scale. 

According to Gartner, Leaders execute well against their current vision and are well–positioned for tomorrow. The Gartner Magic Quadrant recognized Tealium as a Leader for its Ability to Execute and Completeness of Vision. 

“We believe that this is a historic moment for the data sector, as Gartner acknowledges the maturity of the CDP space and its pivotal role in overall business success,” said Bob Page, Chief Product Officer at Tealium. “Customer success is our North Star, and to be positioned as a Leader on the industry’s very first CDP Magic Quadrant is a true testament to Tealium’s commitment to product innovation and customer–first excellence since we first pioneered the space in 2013.”

Tealium recently launched new solutions to help companies drive in–the–moment personalization for their customers, including Tealium for AI, Tealium Moments, and Tealium’s Cloud Data Warehouse (CDW) Partner Ecosystem. The new releases fuel AI models with consented, filtered, and enriched data in real–time, allowing businesses to activate the most trusted experiences for their customers. 

Additionally, Tealium differentiates against its competitors for its dynamic partner ecosystem, which includes over 1,300 turnkey connectors with the world’s most prominent media and technology experts, including Credera, a leading strategy, transformation, data, and technology consulting firm, and Ogilvy, one of the world’s largest advertising and communications firms. 

“We believe that Tealium's recognition as a Leader in the first–ever Gartner Magic Quadrant for Customer Data Platforms is a testament to their commitment to innovation and excellence in data management. As Chief Digital Officer at Credera, I have witnessed firsthand the transformative impact of Tealium's solutions with a focus on benefits realization. We value our partnership with Tealium and its vendor–neutral capabilities,” said Phil Lockhart, Chief Digital Officer at Credera. “Tealium’s cutting–edge approach to data collection, enrichment, and real–time activation empowers businesses to unlock the full potential of their data and drive rapid growth. This accolade is well–deserved and reflects Tealium's position as a proven leader of data technology.” 

Ab Gaur, Global Chief Technology and Data Officer at Ogilvy, continues, “Tealium has been a pioneer in the CDP space since 2013, and their inclusion in the leadership quadrant of the first Gartner Magic Quadrant for Customer Data Platforms is a testament to this innovation and focus. Together, Ogilvy and Tealium are paving the way for transformative customer experiences and shared commitment, to delivering significant value for our mutual customers.” 

Tealium was the first CDP to start with data collection and manages customer data throughout the entire journey. Serving more than 850 global enterprises with real–time–driven solutions, Tealium helps address industry–specific challenges and was one of the first companies to release a pharma and healthcare CDP solution that supports HIPAA–compliant initiatives. 

A total of 18 CDP vendors were analyzed for the report. Gartner undergoes rigorous analysis for its Magic Quadrant findings, including expert–led, practitioner–sourced, and data–driven research. Access the report here

To keep up with the latest company news, visit Tealium’s Newsroom.

Disclaimer *

Gartner, Magic Quadrant for Customer Data Platforms, Lizzy Foo Kune, Rachel Smith, Ben Bloom,

Suzanne White, Adriel Tel, David Walters, 2.14.2024

GARTNER is a registered trademark and service mark of Gartner, Inc. and/or its affiliates in the U.S. and internationally, and MAGIC QUADRANT is a registered trademark of Gartner, Inc. and/or its affiliates and are used herein with permission. All rights reserved.

Gartner does not endorse any vendor, product or service depicted in its research publications, and does not advise technology users to select only those vendors with the highest ratings or other designation. Gartner research publications consist of the opinions of Gartner’s research organization and should not be construed as statements of fact. Gartner disclaims all warranties, expressed or implied, with respect to this research, including any warranties of merchantability or fitness for a particular purpose.

About Tealium

As the most trusted CDP, Tealium connects customer data across web, mobile, offline, and IoT so businesses can better connect with their customers. Tealium's turnkey integration ecosystem supports more than 1,300 built–in connections, empowering brands to create a complete, real–time customer data infrastructure. Tealium's solutions include a customer data platform with machine learning, tag management, an API hub and data management solutions that make customer data more valuable, actionable, privacy–compliant and secure. More than 850 leading businesses throughout the world trust Tealium to power their customer data strategies. For more information, visit www.tealium.com

GLOBENEWSWIRE (Distribution ID 9038864)