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Investment Banks & Hedge Funds Stepping Up Activity in Physical Uranium as Prices Spike
FN Media Group News Commentary
PALM BEACH, Fla., May 7, 2024 /PRNewswire/ — An article from REUTERS on the Uranium markets earlier this year painted a prosperous picture for the global Uranium. The report said: “Investment banks Goldman Sachs and Macquarie as well as some hedge funds are positioning themselves to reap the benefits of a newly buoyant uranium sector as prices of the nuclear fuel ingredient spike. While many other investment banks are still avoiding uranium, Goldman and Macquarie are boosting trading in physical uranium and in Goldman’s case trading its options as well, five industry and hedge fund sources with knowledge of the deals said. The heightened activity comes as utilities seek new supplies amid shortfalls that have lifted prices to 16-year highs.” It continued: “A few hedge funds are also stepping up involvement in both equities and physical uranium, a sign that the metal is starting to broaden its appeal to financial institutions after a decade in the doldrums following the Fukushima nuclear disaster. With the headlines and positive momentum in nuclear more generally, hedge funds and other commodity investors are back in the (uranium) sector. A lot of it is done via physical funds, the easiest way to get exposure to uranium prices,” said Bram Vanderelst at trading firm Curzon Uranium. The metal has captured investors’ attention after prices doubled over the past year to $102 a pound as top producers Kazatomprom and Cameco cut production guidance because reopened mines that had been mothballed struggled to ramp up production to meet renewed demand.” Active mining companies in the markets this week include Stallion Uranium Corp. (OTCQB: STLNF) (TSX-V: STUD), Cameco (NYSE: CCJ) (TSX: CCO), Denison Mines Corp. (NYSE American: DNN), Uranium Energy Corp (NYSE American: UEC), Baselode Energy Corp. (OTCQB: BSENF) (TSX-V: FIND).
“It also comes with the revival of nuclear energy to help countries cut their carbon emissions, which was highlighted in the December 2023 Group of Seven most industrialized nations’ statement that envisioned tripling nuclear energy capacity from 2020 to 2050.” Goldman Sachs has started writing options on physical uranium for hedge funds, the first time it has created a derivative for the metal.” It concluded: “”Goldman has been increasing their visibility, they’ve been increasing their book steadily,” a source who dealt with the bank said, declining to give details of the transactions because they are confidential. Goldman is largely dealing with financial clients like hedge funds while Macquarie’s main focus is boosting trading and marketing output from miners, another source who dealt with both banks said, also declining to elaborate because the data is confidential.”
Stallion Uranium Intersects Significant Conductive Structure – Stallion Uranium Corp. (TSX-V: STUD) (OTCQB: STLNF) is proud to announce the successful completion of their inaugural winter 2024 diamond drilling program on its 100% owned Coffer Project situated in the prolific Southwestern Athabasca Basin in Saskatchewan, Canada. This milestone initiative was successful in encountering anomalous radioactivity in all three drill holes and culminated with the discovery of a large, deep-rooted conductive structure intersected on the final drill hole CF24-003 giving the target area the characteristics needed to host a large uranium deposit.
Highlights
- Three diamond drill holes totaling 2,798.2m were completed at the Appaloosa target area (Figure 4).
- Hole CF24-003 intersected the unconformity at 720 m and was completed at a depth of 1055 m.
- CF24-003 is located 700 m west along strike from CF24-002, and 1.4km west of CF24-001.
- Anomalous radioactivity was encountered at the unconformity in all three holes.
- A total of 282 whole rock samples were obtained for assay, including interval and selective samples.
- A deep-rooted conductive structure, spanning 94.7 meters in down-hole thickness, was encountered in hole CF24-003 highlighting the significant size of the structure.
- Strong clay and chlorite alteration which is known be is associated with uranium mineralization was encountered.
- Stallion holds a 100% ownership of the project.
“Stallion’s winter 2024 drilling program at the Coffer project has yielded remarkable results, identifying a large conductive structure and 1.4 km of anomalous radioactivity at the unconformity across all three drill holes. The third hole intersected significant alteration and structure, and given the size of those intersections, indicate that the Appaloosa target possesses the characteristics capable of hosting a substantial uranium deposit. Further processing and modeling of the data collected will provide enhanced targeting capabilities, greatly increasing the probability for discovery on a future program,” commented Darren Slugoski, Vice President Exploration, Canada.
Winter Drill Program Summary – Stallion’s maiden drill program commenced on March 6, 2024, to drill test geophysical targets derived from both regional and advanced ground surveys. A total 2,798.2m of diamond drilling was completed over 3 holes, all of which were successful in encountering anomalous radioactivity at or above the unconformity. The final hole targeted and intersected the conductive structure, with an intercept of over 94m, highlighting the size and ability of the structure in transporting uranium bearing fluids. The significant size of the structure adds to Stallion’s view that not only is the structure fertile for a uranium deposit but has the potential to host a large deposit.
The drill program successfully identified the key characteristics of a uranium bearing system and the promising findings validate Stallion’s geological model, allowing for building confidence in the target area. The structural elements and scale encountered, along with anomalous radioactivity throughout, are strong indicators the Appaloosa target has the potential to host a significant uranium discovery. The winter drill program only tested 1.4km of the extensive 3.5-kilometre-long conductive zone, giving the target area further size and exploration potential.
The company is currently in the process of compiling and analyzing all data acquired during the drilling program. Stallion will leverage this comprehensive analysis to inform future exploration efforts and guide the development of an optimized exploration strategy for the target area moving forward.
“Our maiden drill program was a game-changing moment for Stallion, as we not only uncovered radioactivity in every hole, but also struck a massive conductor that unveiled the size of the structure at Appaloosa. Our confidence in the Appaloosa target’s potential continues to grow given the results of the drill program, providing us with the information needed to vector towards a discovery,” declared Drew Zimmerman, CEO. “Our drill program proved to be a resounding success, showcasing our ability to swiftly navigate from greenfield to drill testing in just 14 months. This achievement highlights our strategic approach to uncovering the next major uranium discovery. By systematically uncovering high-potential targets within our extensive portfolio of conductive corridors, we are maximizing the probability of success in all future exploration endeavors.” #stallionuranium #uranium – CONTINUED… Read these full press releases and more news for Stallion Uranium at: https://stallionuranium.com/news/press-releases/
Other recent developments in the mining industry of note include:
Cameco (NYSE: CCJ) (TSX: CCO) recently reported its consolidated financial and operating results for the first quarter ended March 31, 2024, in accordance with International Financial Reporting Standards (IFRS).
“In the first quarter operational performance was strong across our uranium, fuel services and Westinghouse segments. Financial results are in line with the 2024 outlook we provided, which has not changed, and are as expected, reflecting normal quarterly variability and the required purchase accounting and other non-operational acquisition-related costs for Westinghouse,” said Tim Gitzel, Cameco’s president and CEO.
“Our strategy continues to demonstrate the benefits of aligning our operational, marketing, and financially focused decisions in a market where we are seeing sustained, positive momentum for nuclear energy like never before. We remain in the enviable position of having what we believe are the world’s premier, tier-one assets operating in stable geopolitical regions, along with our investments across the fuel cycle and reactor life cycle. That includes our investment in Westinghouse, where we are seeing its long-term business prospects continue to improve. With our position as a proven, reliable supplier operating across the nuclear fuel cycle, our customers recognize our deep understanding of how nuclear fuel markets work, and global policymakers are turning to us as thought leaders in the industry.
Denison Mines Corp. (NYSE American: DNN) recently announced that it has filed its 2023 Annual Report on Form 40-F with the U.S. Securities and Exchange Commission (‘SEC’). Denison’s Form 40-F includes its management discussion and analysis and audited financial statements for the year ended December 31, 2023. The Form 40-F will be available on Denison’s website at www.denisonmines.com and on the SEC’s website at www.sec.gov/edgar.shtml. View PDF version
Denison’s Annual Information Form has also been filed with Canadian regulatory authorities and will be available on Denison’s website at www.denisonmines.com and under the Company’s profile on SEDAR+ at www.sedarplus.ca.
Holders of Denison’s securities may receive a free printed copy of the Company’s most recent Form 40-F and Annual Report, including the audited financial statements, by sending an email request to [email protected] or by writing to Denison Mines Corp., 1100 – 40 University Avenue, Toronto, Ontario, Canada M5J 1T1.
Uranium Energy Corp (NYSE American: UEC) recently announced that it applauds a recent vote by the United States Senate for passing H.R. 1042, a bill to ban Russian uranium imports into the United States, by unanimous consent. The House of Representatives passed the bill in December of 2023.
Senator Barrasso of Wyoming stated: “I have fought for years to end America’s reliance on Russian nuclear fuel. Our efforts have finally paid off with passage of our bill to ban these imports once and for all. Wyoming has the uranium to replace Russian imports, and we’re ready to use it. Our bipartisan legislation will help defund Russia’s war machine, revive American uranium production, and jumpstart investments in America’s nuclear fuel supply chain. This is a tremendous victory. I’m grateful to members of both parties for helping get this over the finish line.”
Senator Manchin of West Virginia stated: “It is unconscionable for the United States of America, as the superpower of the world, to contribute to Vladimir Putin’s ability to finance his unlawful war against Ukrainethrough our reliance on Russia for the uranium we need to power our nuclear reactors. I am proud to have worked on this legislation with Ranking Member Barrassoto put an end to Russian uranium imports, which simultaneously unlocks $2.72 billionto ramp up domestic uranium fuel production. Building on initiatives I worked to include in the Energy Act of 2020, the Bipartisan Infrastructure Law, and the Inflation Reduction Act, this legislation is one more critical step toward reshoring our nuclear supply chains.”
Baselode Energy Corp. (OTCQB: BSENF) (TSX-V: FIND) recently announced the starts of an inaugural drill program and ANT geophysical survey on its Bear (“Bear“) and Hook (“Hook“) uranium projects, respectively, in the Athabasca Basin area, northern Saskatchewan
“We’re excited to start this drill campaign on Bear. Our target generation has identified areas of potential structural disruption and hydrothermal fluid alteration along the uranium-fertile Wollaston-Mudjatik transition zone that hosts numerous high-grade uranium deposits. We’ve identified 3 main targets areas we’ll be drilling at the intersection points of NE-SW-trending layers and cross-cutting NW-SE-oriented structures. We believe the latter structures may have controlled anomalous uranium intersected in historic drill holes.
We’re also happy to announce we’ve started laying out and acquiring data from Fleet Space Technologies’ ANT survey deployed over ACKIO. We hope to map out the extent of ACKIO’s Athabasca sandstone outlier and the deep structural roots of the uranium mineralization system. We believe ACKIO continues at depth, including mineralization along the sandstone-basement fault zone. We look forward to testing these targets when we begin our next ACKIO drill program in June,” stated James Sykes, CEO, President, and Director of Baselode.
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Thrive with GBA | The Bay to Bay Dialogue held to deepen mutual understanding between China and US
GUANGZHOU, China, June 1, 2024 /PRNewswire/ — A news report from GDToday:
Organized by the Guangdong Government, the Government of the State of California, Chinese People’s for Friendship with Foreign Countries and California China Climate Institute, the first US-China Bay to Bay Dialogue was held in Berkeley, California on May 29 (local time).
More than 200 representatives from both sides attended the Dialogue, including Guangdong Governor Wang Weizhong, Financial Secretary of Hong Kong SAR Paul Chan and Secretary for Social Affairs and Culture of Macao SAR Ao leong U.
Governor Wang Weizhong indicated that Guangdong had seized the opportunity of reform and opening up to become the leading economic province in China, with its GDP ranking first for 35 consecutive years. Guangdong will continue to expand high-level opening up by developing the Guangdong-Hong Kong-Macao Greater Bay Area, stimulating the three driving forces of reform, opening up, and innovation. Guangdong and the Greater Bay Area are willing to work together with California and the San Francisco Bay Area to strengthen practical cooperation between the bay areas, achieving higher quality and higher levels of mutual benefit and win-win outcomes.
Yang Wanming, President of Chinese People’s for Friendship with Foreign Countries, stated that the GBA has accounted for 1/9 national GDP with less than 0.6% national territorial area. He believes that the Dialogue will enhance the collaboration between the two bay areas and realize win-win cooperation.
Zhang Jianmin, Consul General of China in San Francisco, indicated that both two bay areas are the important regions for economy and innovative development in their respective countries, serving as hubs to attract talents, technologies and capital. He emphasized that the cooperation between the two bay areas will inject positive energy to the relationship between China and America.
Gavin Newsome, Governor of State of California, expressed his gratitude to the representatives from the GBA. He believes that the Dialogue will become a platform for both two regions to exchange ideas and pragmatic measures, facilitating future cooperation.
It is reported that the two bay areas will strengthen the cooperation in developing techniques for clean energy and low carbon, especially since Guangdong and California had singed MoUs related to low carbon in 2013 and 2015 and singed another MoU concerning green development in October last year.
“The Greater Bay area is a fascinating part of China and the world,” said Dee Dee Myers, Senior Advisor to the Governor and Director of the Governor’s Office of Business and Economic Development. “I think that there is a lot of attention to clean energy, and developing new solutions to climate problems, which is very similar to this area here in California.”
She stressed that two regions could start cooperation in zero emission vehicles, land use management, offshore wind and more.
According to Xu Xiaoxia, Director-General of Department of Ecology and Environment of Guangdong Province, Guangdong and California have reached an agreement in controlling emission of methane, including strengthening R&D in emission control, technical pathways and the establishment of rubust monitoring systems.
This year marks the 10th anniversary for the establishment of Sister Province (State) relationship between Guangdong and California, with 12 pairs of sister cities between the two regions.
“I’m looking to establish a friendship or sister city relationship between San Jose and Shenzhen, because we have so many parallels in the innovation economy,” said Matt Mahan, Mayor of San Jose.
In his opinion, establishing sister city relationship can promote the connection of universities, companies and cultural organizations between the two regions.
Since both Shenzhen and San Jose are the places with developed innovation industries, Mayor Mahan suggested that both two cities can deepen the cooperation of artificial intelligence, by combining the advantages of both sides and reaching sustainability goals.
At the Dialogue, both regions have made 5 key announcements, including deepening the cooperation in the fields of green development, climate change, people-to-people exchange and trade and investment.
Rodney Fong, President & CEO at San Francisco Chamber of Commerce indicated that cooperation starts with people-to-people exchange. He hopes this event can guide the two regions to achieve common goals.
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SINGAPORE, June 1, 2024 /PRNewswire/ — HTX Ventures, the global investment arm of the cryptocurrency exchange HTX, has announced a strategic investment in Babylon, a Bitcoin staking protocol. This investment underlines HTX Ventures’ commitment to fostering innovation and supporting groundbreaking technologies in the blockchain and cryptocurrency sectors.
Babylon builds infrastructure that allows proof-of-stake systems to obtain staking capital from Bitcoin. The platform uses modular design and slashing functionality to let stake-base systems, such as blockchains, Layer 2s, DA layers and oracles, and incorporates Bitcoin as a staking and restaking asset.
“HTX Ventures is excited to support Babylon’s pioneering efforts in harnessing Bitcoin for decentralized security,” said Edward, Managing Partner of HTX Ventures. “Babylon’s trustless design unlocks new possibilities for Bitcoin, transforming its utility and paving the way for innovative Bitcoin-native applications. We believe Babylon will play a crucial role in advancing the blockchain ecosystem, and are proud to be a part of this transformative journey.”
“This funding will accelerate our mission to make Bitcoin the security backbone of PoS systems,” Babylon co-founder David Tse said in a statement. “Our team is dedicated to advancing the utility of Bitcoin beyond its traditional roles and enhancing the security of the entire blockchain ecosystem.”
Babylon recently raised $70 million in a funding round led by the venture firm Paradigm. In February 2024, Babylon launched the world’s first trustless Bitcoin staking testnet, attracting over 100,000 stakers within 48 hours. This remarkable response highlights the platform’s potential to transform Bitcoin into the security backbone of PoS systems. This achievement underscores Babylon’s technical expertise and commitment to fostering a secure, decentralized economy.
About HTX Ventures
HTX Ventures, the global investment division of HTX, integrates investment, incubation, and research to identify the best and brightest teams worldwide. With a decade-long history as an industry pioneer, HTX Ventures excels at identifying cutting-edge technologies and emerging business models within the sector. To foster growth within the blockchain ecosystem, we provide comprehensive support to projects, including financing, resources, and strategic advice.
HTX Ventures currently backs over 200 projects spanning multiple blockchain sectors, with select high-quality initiatives already trading on the HTX exchange. Furthermore, as one of the most active Fund of Funds (FOF) investors, HTX Ventures collaboratively forges the blockchain ecosystem alongside premier global blockchain funds, including IVC, Shima, and Animoca.
Contact Details
Michael Wang
[email protected]
Company Website
https://www.htx.com/en-us/ventures
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RECOMMENDED CASH OFFER for MARIADB PLC by MERIDIAN BIDCO LLC (“Bidco”) which is an Affiliate of K1 INVESTMENT MANAGEMENT, LLC (“K1”) as manager of K5 PRIVATE INVESTORS, L.P.
ANNOUNCEMENT REGARDING RULE 15 PROPOSALS
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.
MANHATTAN BEACH, Calif., June 01, 2024 /PRNewswire/ — On 24 May 2024, Bidco and K1 announced that the offer document (the “Offer Document“) in relation to Bidco’s offer to acquire the entire issued and to be issued share capital of MariaDB plc (the “Offer“) had been published and posted to shareholders of MariaDB plc.
In accordance with Rule 15(c) of the Irish Takeover Panel Act, 1997, Takeover Rules 2022 (the “Irish Takeover Rules“), Bidco today announces that a letter dated 31 May 2024 containing details of its proposal (the “Proposal“) to (i) holders of options and (ii) holders of restricted stock units, each as granted under the MariaDB Equity Plans, had been sent to such holders.
The Proposal will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on K1’s website at https://k1.com/meridian-offer-update/.
A separate proposal will be made in due course to MariaDB Warrantholders.
Capitalised terms used but not defined in this announcement have the same meaning given to them in the Proposal and the Offer Document.
Enquiries
|
Lazard (Financial Advisor to K1 and Bidco) Adrian Duchini, Keiran Wilson, Charles White |
Tel: +44 20 7187 2000 |
|
Haven Tower Group (Public Relations Advisor to K1) Donald Cutler, Brandon Blackwell |
Tel: +1 424 317 4850
|
Important Notices
The K1 Responsible Persons (being the investment committee of K1), the Bidco Officers and the Topco Officers accept responsibility for the information contained in this Announcement. To the best of the knowledge and belief of the K1 Responsible Persons, the Bidco Officers, the Topco Officers, (who have taken all reasonable care to ensure that such is the case) the information contained in this Announcement for which they have accepted responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
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 Bidco and no one else in connection with the Offer and will not be responsible to anyone other than K1 and Bidco for providing the protections afforded to clients of Lazard nor for providing advice in relation to the 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.
Disclosure requirements of the Irish Takeover Rules
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 (U.S. Eastern 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.
Dealing Disclosures must also be made by any offeror and by any persons acting in concert with them in accordance with Rule 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 company in respect of whose relevant securities Dealing Disclosures must be made can be found in the Disclosure Table on the Irish 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.
Further Information
This Announcement is for information purposes only and is not intended to, and 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 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.
This Announcement has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.
Overseas Shareholders
The laws of certain jurisdictions may affect the availability of the Offer (including the Unlisted Unit Alternative) to persons who are not resident in Ireland. Persons who are not resident in Ireland, or who are subject to laws of any jurisdiction other than Ireland, should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with any applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable Law, the companies and persons involved in the Offer (including the Unlisted Unit Alternative) disclaim any responsibility and liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or K1 or required by the Irish Takeover Rules, and permitted by applicable law and regulation, the Offer (including the Unlisted Unit Alternative) will not be made available, directly or indirectly, in any Restricted Jurisdiction, and the Offer will not be capable of acceptance from within a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. The release, publication or distribution of this Announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this Announcement and all other documents relating to the Offer (including the Unlisted Unit Alternative) are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable Law, K1, the K1 Group and Bidco disclaims any responsibility or liability for the violations of any such restrictions by any person. MariaDB Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. Further details in relation to overseas shareholders are contained in the Offer Document.
If you are a resident of the United States, please read the following:
This Announcement is not intended to, and does not, constitute or form part of any offer (including the Offer), invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, nor will there be any acquisition or disposition of the securities referred to in this Announcement in any jurisdiction in contravention of applicable Law or regulation.
This Announcement is not a substitute for the Offer Document and the Form of Acceptance or any other document that Bidco may file with the SEC in connection with the Offer, if any. A solicitation and an offer to buy MariaDB Shares will be made pursuant to a Tender Offer Statement on Schedule TO that Bidco intends to file with the SEC. At the time the tender offer is commenced, MariaDB will file a Solicitation/Recommendation Statement on Schedule 14D-9 with the SEC with respect to the tender offer. MARIADB SHAREHOLDERS ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE OFFER. SUCH DOCUMENTS SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. Investors and MariaDB Shareholders will be able to obtain free copies of these materials (if and when available) and other documents containing important information about MariaDB and the Offer once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov.
The Offer, if made, will be made in the United States pursuant to the Exchange Act and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that may be different from those typically applicable under U.S. domestic tender offer procedures and law. In addition, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Irish Takeover Rules and Irish disclosure requirements, format and style, all of which may differ from those in the United States.
MariaDB is incorporated under the laws of Ireland. Some of the directors on the MariaDB Board at the date of this Announcement are resident in a country other than the United States. As a result, it may not be possible for United States holders of MariaDB Shares to effect service of process within the United States upon MariaDB or some of the directors of MariaDB or to enforce against any of them judgements of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue MariaDB or its officers or director(s) in a non-US court for violations of US securities laws. In addition, US holders of MariaDB Shares should be aware that, if K1 and Bidco elect to proceed pursuant to a scheme of arrangement (as described herein), the federal securities laws of the United States may not be applicable.
Publication on website
A copy of this announcement and the documents required to be published pursuant to Rule 26 of the Irish Takeover Rules will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, will be made available on K1’s website (https://k1.com/meridian-offer-update/). Neither the content of any such website nor the content of any other website accessible from hyperlinks on such website is incorporated into, or forms part of, this Announcement.
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Latest News4 days ago
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