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.

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HIV infections increase in Ketu South

The Ketu South Municipal Health Directorate has urged all stakeholders to be mindful of their critical roles in ending the HIV/AIDS epidemic in the face of increasing new infections in the municipality.

Mr David Agbokpe, the Municipal Director of Health Services, who made the call at the 2023 annual performance review at Aflao in the Volta Region, disclosed that the municipality saw an increase from 1.8 per cent in 2022 (220 cases) to 2.1 per cent in 2023 (266 cases).

In 2023, the Directorate tested 12,377 persons and recorded the 266 positives while in 2022, out of the 12,136 tested, 220 were positive.

Mr Agbokpe, in an interview with the Ghana News Agency, said a number of factors were responsible for the increase and that the Directorate would intensify efforts in ensuring the attainment of the goal of ending the AIDS epidemic by 2030.

‘AIDS prevention, treatment and management are core areas to consider preventing further spread of the disease,’ he said.

The Directorate would also collaborate with ot
her stakeholders to tackle the increasing teenage pregnancy rate and drug use among the youth to forestall a bleak future for the municipality and, by extension, the country.

Meanwhile, the Municipal Director said they had chalked some successes with Tuberculosis (TB), especially in case detection, reduction in deaths of TB clients, cure rate and defaulting rate.

‘TB case detection rate increased to 36.1 percent in 2023 from 32.8 percent in 2022, death rate reduced to 3.1 percent in 2022 from 5.5 percent in 2021 and lost to follow up rate reduced to 2.3 percent in 2022 from 4.7 percent in 2021.’

Mr Agbokpe said 2023 was challenging with limited resources, funds, erratic shortages of some drugs and vaccines, inadequate staff, and delay sometimes in National Health Insurance reimbursement among others.

He said despite the challenges, ‘our hard working and committed staff of Ketu South Municipality in the spirit of teamwork performed creditably in various service delivery areas such as clinical care, public
health, health services administration and support services and finance,’ and expected an even better performance this year.

The performance review meeting served as a forum to give the stakeholders in health feedback on the performance of the Directorate, its successes and challenges.

Source: Ghana News Agency

Court remands welder over alleged metal, cable thefts

The Amasaman Circuit Court has remanded a welder into Police custody over an alleged theft of metal slabs, and electrical cables valued GHC120,000.00.

Godwin Awuku, 29, also caused damage to metal slabs, Plastic of Paris (P.O.P) ceiling and sliding windows belonging to Mr Benjamin Danso.

He has denied unlawful entry into the house of Mr Danso, the complainant as well as the cause of damage and the theft.

Police Chief Inspector Frederick Awuah-Ansah told the Court presided over by Ms Enid Marful-Sau that Mr Danso was a trader and resident of Amasaman behind the Stadium.?

The accused person, Godwin Awuku, was an electric welder and also resident of Dome in Accra, the Court heard.?

He said the complainant was the owner of Benida Hotel located behind St. Moses Hospital Pokuase.?

He had been experiencing thefts of electrical cables and some other items from his uncompleted hotel, Chief Inspector Awuah-Ansah, said.

He said on November 9, 2023, at about 1200 hours, Awuku, the accused person, came from Dome to
Pokuase to work for an unknown client.?

The prosecution said Awuku, in the course of that, entered the compound of the complainant and stole metal slabs, which were used to cover up the drainage system in the complainant’s hotel compound and installed electrical cables.??

Chief Inspector Awuah-Ansah said the accused was spotted in the act and was arrested.

The complainant was informed by the witness in the case, Mohammed Amidu, about the theft and arrest of the accused person.?

The Court heard that the complainant came to the scene and found out that the accused had caused damage to the P.O.P ceiling, stole installed electrical cables and metal slabs all valued at GHC120,000.00.

It said the complainant lodged a complaint with the police at Amasaman.?

After investigation, the accused person was arraigned.

Source: Ghana News Agency

Fire Service launches awareness campaign on bushfire prevention

The Tema Regional Command of the Ghana National Fire Service (GNFS) has inaugurated a 50-community fire volunteer contingent at Kpone in Greater Accra, equipped with skills and tools to manage minor fire incidents.?

The ceremony, held at the Methodist Basic School Park in the Kpone-Katamansu District, forms part of the Service’s awareness creation on bushfire prevention.

The contingents would manage minor fires and rely on official fire services when needed.

Their training will help fill the gap in firefighting until the GNFS gets an established dedicated service station at Kpone.

The Deputy Chief Fire Officer (DCFO) Owusu Adjie, Director in Charge of Rural Fires at GNFS, said the significance of the volunteers could not be overemphasised, particularly amidst the harmattan season.

A total of 5,656 fire volunteers have been trained nationwide to play a pivotal role in bolstering firefighting capabilities and enhancing community resilience.

He said the theme: ’60 Years of Existence: Bushfire Prevention-Ke
y to Sustaining Our Natural Resources and Food Security’ was carefully chosen by the GNFS to highlight its role in protecting lives and safeguarding natural resources.

DCFO Adjie expressed worry over the number of bushfires already recorded between January and February 2024, which stood at 230, compared to the 783 recorded for the whole of 2023.

4,476 bushfires have been documented by the Service since 2019, he said.

‘Through initiatives like these, GNFS has an objective to mitigate the devastating impact of bushfires and foster a culture of proactive prevention within communities across Ghana’ DCFO Adjie said.

He noted that with the industrial hub of Tema, occurrences of bushfires would pose significant risks to national installations.

Nii Tetteh Otu II, the Paramount Chief of Kpone Traditional Area and Chairman for the occasion, commended the GNFS for the initiative and expressed his full support to ensure effective work by the volunteers. ??

He called for assistance from the Government to the Fire Se
rvice, emphasising the critical role it played in combating fire incidents.

Mr Benjamin Lucas Adomua, a volunteer, said he joined the programme due to its potential benefit to the community, adding that the comprehensive theory and practical training had prepared them to effectively address minor fire accidents to complement the GNFS efforts.

He called on the community to support the team and participate in the campaign to reduce fires, especially bushfires.

Source: Ghana News Agency

Government releases GHS150 million for road maintenance

The Government has released an amount of GHS150 million to contractors undertaking road maintenance across the country.

‘The government has released an amount of GHC150 million for the engagement and payment to road contractors undertaking pothole patching across the country,’ the Ministry of Roads and Highways said in a statement, on Friday.

The statement signed and issued by Nasir Ahmad Yartey, Head, Public Relations Unit, Ministry of Roads and Highway, copied to the Ghana News Agency, said the amount formed part of the first quarter releases from the Ministry of Finance to the Ministry.

The statement said the intervention was to enable the Ghana Highways Authority and the Department of Urban Roads to take advantage of the dry season to undertake routine pothole patching activities on some major roads, which had deteriorated due to heavy rains last year.

‘The Ministry is hopeful that this timely intervention will result in smoother road surfaces, help reduce the risk of accidents and prolong the lifespa
n of our road infrastructure,’ it noted.

The statement reiterated the Ministry’s commitment to addressing all road network challenges across the country, and urged the public to cooperate with the Ministry as it strived to improve the national road network.

Source: Ghana News Agency

Religious leaders urged to preach against violence on children 

Mr Israel Akrobortu, the Volta and Oti Regional Director, Department of Children, has urged the clergy to use their pulpits to sensitise the public on children’s issues and condemn incidences of violence against them.? ?

At an engagement with religious and traditional leaders in the Oti Region, he said the clergy and traditional leaders had a great role to play in preserving traditions, culture and morality.? ?

Mr Christopher Lartey, a Principal Programme Officer and Social Policy Analyst, encouraged religious leaders to advocate human rights and dignity in their operational areas to fast-track efforts to end violence against children.? ?

He reiterated that a multi-sectoral approach was necessary to ensure an inclusive effort towards ending all forms of violence against children.? ?

He pledged the Department’s commitment to protecting children’s rights as demonstrated through the development of policies, legal frameworks and programmes by the Ministry of Children, Gender and Social Protection.? ?

d Ebenezer Tetteh Kpalam of the Church of Pentecost admitted that religious institutions had a responsibility to integrate child protection issues in their teachings and use their platforms to campaign against negative cultural practices that violated their rights.? ?

Daasebre Bonja Atamafowiese, the Overlord of Chonke, Nana Otubea II, Paramount Queen Mother of the Nkonya Traditional Council, and other clergymen pledged their support protecting children’s rights in their communities.?

Source: Ghana News Agency

Thirty percent of Africa’s sovereign reserves should be invested locally – President Akufo-Addo

Ghana’s President Nana Addo Dankwa Akufo-Addo has proposed that 30 per cent of Africa’s sovereign reserves held in foreign banks be invested in the continent’s own financial institutions.

‘We should take a decision that a minimum of 30 per cent of the reserves of each one of us, should, in fact, be invested in the multilateral institutions,’ he said, citing the African Development Bank (AfDB) and Afreximbank.

Strengthening the capital base of those banks was a necessity in order to enhance their balance sheet and boost their capacity to facilitate more and more resources for the continent’s development and growth, he argued.

President Nana Akufo-Addo was addressing a Presidential Dialogue on the African Union’s (AU) Financial Institutions, on the sidelines of the 37th Ordinary Session of the Assembly of the Heads of State and Government of the AU, in Ethiopia.

He pointed out that virtually all the countries held their reserves in foreign banks, which attracted largely negative rates of interest.

‘The fun
damental fact is that, if we find a way that we can increase the financial power of our own institutions, we are in a better place to finance our development,’ he echoed.

On the relevance of investing in the continent’s financial institutions, he enumerated the critical role the AfDB and Afreximbank played in alleviating the plight of the people in the wake of the COVID-19 pandemic.

‘These are institutions which are ours, and which we can trust. So, if we can find a way of strengthening them, we strengthen ourselves,’ he noted.

Additionally, President Nana Akufo-Addo appealed to African leaders to give a serious consideration to ratifying the decision that had been taken to make the Afreximbank a specialised agency of the AU.

The Presidential Dialogue, convened by Ghana’s President, had in attendance the leadership of the AU, African policy institutes and financial institutions, as well as development partners.

A champion of reforms of the global financial architecture, President Nana Akufo-Addo insisted
there ought to be a mechanism for monitoring how monies being invested in the continent’s banks were used.

‘This is critical for ensuring that we get proper accountability.’

The President tasked the leaders to work together to develop a robust global financial architecture that placed African development priorities at the centre of common efforts to deal with common burdens.

Reform of the global financial architecture should also prioritise stemming illicit financial flows from Africa.

In recent times, the African Union Heads of State and Government have accelerated moves for the establishment of an African Monetary Union by harmonising monetary zones and creating three AU financial institutions.

These encompass the African Central Bank (ACB), African Monetary Fund (AMF), African Investment Bank (AIB) and the creation of a Pan-African Stock Exchange (PASE).

The concept note underpinning the Presidential Dialogue hinges on the fact that the changing global economic landscape has underlined the need to ex
pedite the establishment of the AU financial institutions, and to revise the legal instruments establishing them.

As Africa seeks to accelerate the transformation journey to enable its countries and people to realise their full economic potential, the authorities say this requires a global financial system that adequately meets the people’s needs and harnesses the opportunities that the continent’s natural and human capital offer.

The 37th Ordinary Session of the AU will also see the launch of the Alliance of African Multilateral Financial Institutions – the Africa Club.

The Club aims to bring member institutions together to find solutions to financing challenges and help support Africa’s sustainable economic development and integration objectives.

Source: Ghana News Agency

Nkwanta South MCE commits to restoring peace in municipality

Mr Felix Owusu Gyimah, the newly confirmed Municipal Chief Executive of Nkwanta South in the Oti Region, has promised to prioritise peacebuilding and conflict resolution in all aspects of governance.

He said it was essential that the people reflected on the importance of peace and stability as a foothold for development in the Municipality.

The Nkwanta Township and its environs had, in recent times, been plagued by tribal conflicts, leading to loss of lives and property.

However, through the collective efforts of stakeholders, the people had managed to restore and maintain peace in the area.

Based on this background, Mr Gyimah said it was crucial to address the root causes of the conflict and work towards inclusive development.

Speaking after his confirmation as the MCE, he urged the chiefs and people to strive towards bridging the gaps in education, healthcare, infrastructure, and economic opportunities that often fuelled tensions and divisions.

Promoting social justice, equality, and inclusivity would
create an environment where every citizen felt valued, respected, and empowered.

Mr Gyimah promised to promote transparency, accountability, and good governance, ensuring that the municipality’s affairs were conducted openly and inclusively.

He expressed appreciation to the chiefs, security, civil society organisations, non-governmental organisations, and religious leaders, who played a pivotal role in preserving peace at Nkwanta.

Mr Geoffrey Kini, the Member of Parliament for Nkwanta, pleaded with the Government to consider fixing the deplorable roads in the area to end the suffering of commuters and traders and promote socio-economic activities.

He urged the Interior Ministry to set up a committee to probe the Nkwanta South conflict to bring lasting peace to the area.

Source: Ghana News Agency