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K1 Issues MariaDB Compulsory Acquisition Notices

Published

4 months ago

July 26, 2024

MANHATTAN BEACH, Calif., July 26, 2024 /PRNewswire/ — Meridian BidCo LLC (“Bidco“), an affiliate of K1 Investment Management, LLC (“K1“), announced earlier this week that its tender offer to acquire the entire issued and to be issued share capital of MariaDB plc (“MariaDB“) for $0.55 per share (the “Offer“) had expired. The Offer was settled in accordance with its terms on July 25, 2024. Bidco now owns 61,263,283 MariaDB ordinary shares, representing 88.70% of the issued share capital of MariaDB as of July 22, 2024.

As previously announced, Bidco now intends to apply the provisions of Sections 456 to 460 of the Companies Act of 2014 of Ireland to acquire compulsorily, on the same terms as the Offer, any outstanding ordinary shares of MariaDB not acquired or agreed to be acquired pursuant to the Offer.

On July 26, 2024, Bidco sent compulsory acquisition notices (the “Notices“) to those MariaDB shareholders who did not accept the Offer (the “Non-Assenting Shareholders“). Following the expiration of 30 calendar days from the date of the Notices, which is expected to be August 25, 2024 (the “Expiration Time“), unless a Non-Assenting Shareholder has applied to the Irish High Court and the Irish High Court orders otherwise, the shares of MariaDB held by Non-Assenting Shareholders will be acquired compulsorily by Bidco (without any action on the part of such shareholders) on the same terms as the Offer, on or about August 26, 2024. The cash consideration payable will be settled no later than three business days after the Expiration Time. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

Following the compulsory acquisition process, Bidco intends to cause the ordinary shares of MariaDB to be delisted from the New York Stock Exchange and terminate the registration of the MariaDB ordinary shares under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act“), and suspend MariaDB’s reporting obligations under the Exchange Act as promptly as possible.

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 Meridian TopCo LLC 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 matters referred to in this announcement 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 matters referred to in this announcement 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.

Forward Looking Statements

This announcement (including any information incorporated by reference in this announcement), oral statements made regarding the Offer, and other information published by MariaDB, Bidco, K1 or any member of the K1 Group (as defined below) contain statements which are, or may be deemed to be, “forward looking statements.” Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which any member of the K1 Group (including, after closing of the Offer, any of MariaDB and its subsidiaries and subsidiary undertakings (the “MariaDB Group“)) shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements. The forward looking statements contained in this announcement relate to K1, any member of the K1 Group’s (including any member of the MariaDB Group) future prospects, developments and business strategies, the progress of the compulsory acquisition process, the outcome of legal proceedings that may be instituted against the K1 Group and/or others relating to the Offer, potential adverse reactions or changes to business relationships resulting from the completion of the Offer, significant or unexpected costs, charges or expenses resulting from the Offer, negative effects of this announcement or the consummation of the Offer on the market price of MariaDB’s Shares, and potential failure to realize the expected benefits of the Offer and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes,” “estimates,” “will look to,” “would look to,” “plans,” “prepares,” “anticipates,” “expects,” “is expected to,” “is subject to,” “intends,” “may,” “will,” “shall” or “should” or their negatives or other variations or comparable terminology. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that shall occur in the future. These events and circumstances include changes in global, political, economic, business, competitive, and market conditions and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materializes or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither K1, Bidco nor any member of the K1 Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement shall actually occur. The forward looking statements speak only as of the date of this announcement. All subsequent oral or written forward looking statements attributable to any of K1 and all of its affiliates, including K5 Private Investors, L.P. (the “K1 Group“), or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above. K1 and the K1 Group expressly disclaim any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

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.

View original content:https://www.prnewswire.co.uk/news-releases/k1-issues-mariadb-compulsory-acquisition-notices-302207896.html

Latest News

COCA Celebrates Q2 2024 with Record-Breaking Milestones and New Launches

Published

4 months ago

August 7, 2024

CISION (PR Newswire)

HONG KONG, Aug. 7, 2024 /PRNewswire/ — COCA, a pioneering force in the crypto wallet and financial services industry, has achieved several remarkable milestones in Q2 2024. Thanks to the steadfast support of its user community, COCA has launched new features, expanded its partnerships, and garnered prestigious accolades, further solidifying its position as a leader in the crypto space.

Launch of Physical Cards

COCA has introduced its highly anticipated physical cards, which are now available globally and compatible with Apple Pay and Google Pay. These cards allow users to make transactions with ease, earning cashback rewards on their purchases. This significant launch marks a step forward in integrating crypto with everyday financial activities, enhancing user convenience and financial flexibility.

Wallet Growth Milestone

The company has reached a significant milestone with 510,000 active wallets, reflecting a 102% growth quarter-on-quarter. This surge in active wallets highlights the increasing trust and adoption of COCA’s platform, as more users join the COCA community to manage their crypto assets securely and efficiently.

Transaction Volume Surge

In Q2 2024, COCA processed over USD 450,000 in transactions through its platform, demonstrating the robust usage and popularity of its financial services. This impressive transaction volume underscores COCA’s commitment to providing smooth and efficient crypto payment solutions.

Integration with Revolut

COCA has made it easier for users to fund their wallets by integrating with Revolut. This new feature allows seamless loading of crypto assets, enhancing the overall user experience and accessibility of COCA’s services.

Award Recognition

COCA has been honoured with the “Best Startup” award in the Financial Revolution category at CONF3RENCE & BLOCKCHANCE 2024. This award is a testament to COCA’s innovative approach and significant impact on the future of finance, recognizing its efforts in driving forward the digital financial ecosystem.

New Strategic Partnerships

COCA has formed strategic partnerships with industry leaders such as Wirex Pay and GoMining. These collaborations aim to provide users with enhanced rewards and a superior overall experience. The partnerships signify COCA’s dedication to expanding its ecosystem and delivering greater value to its users.

Welcoming Pavel Matveev

COCA is excited to announce the addition of Pavel Matveev, Founder of Wirex, to its team as a Strategy and Product Advisor. Pavel’s extensive experience and visionary approach are expected to drive COCA’s strategic initiatives and product development, contributing to the company’s continued growth and innovation.

Season 2 Point System Launch

Season 2 of COCA’s popular point system has launched, offering users the opportunity to earn points through various activities, including trades, referrals, holding assets, and spending with COCA cards. With a prize pool of USDT 3500 and 5 Wirex Pay Nodes, this season promises exciting rewards and increased user engagement. The season ends on August 9th, so users are encouraged to participate actively.

NFT Giveaway

In a special giveaway, COCA distributed 1000 GoMining NFTs to lucky users. These NFTs provide unique benefits, including enhanced mining capabilities and exclusive digital collectibles, adding significant value to the user experience.

For further details on COCA’s Q2 achievements and upcoming initiatives, visit the company’s blog.

Website: coca.xyz

COCA continues to redefine the crypto experience with its innovative solutions, seamless integrations, and user-focused approach. The company’s recent milestones and future plans highlight its commitment to leading the way in the digital financial landscape.

About COCA

COCA is a next-generation crypto super app designed to simplify and secure the crypto experience for users worldwide. With innovations in security, usability, and integration, COCA is at the forefront of the digital asset revolution. For more information, visit coca.xyz.

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View original content:https://www.prnewswire.co.uk/news-releases/coca-celebrates-q2-2024-with-record-breaking-milestones-and-new-launches-302216619.html

Latest News

Stake and Earn with KuCoin’s Innovative GemPool Platform

Published

4 months ago

August 7, 2024

CISION (PR Newswire)

VICTORIA, Seychelles, Aug. 7, 2024 /PRNewswire/ — KuCoin, a leading global cryptocurrency exchange, is excited to announce the launch of GemPool, its innovative new platform that allows users to acquire token airdrops as a reward for staking their crypto assets. This unique product is designed to provide early access to emerging crypto projects while offering rewards for their existing holdings at zero cost. By staking respective tokens in separate pools, users can farm new tokens and gain a foothold in the latest developments within the cryptocurrency market.

GemPool also offers flexible staking terms, allowing users to stake and un-stake their assets anytime within the designated period without lock-up restrictions. This flexibility ensures that users can manage their assets according to their preferences and market conditions. Additionally, GemPool provides zero-cost rewards, enabling users to earn tokens while holding their existing cryptocurrencies. By staking their tokens, users contribute to the growth of promising new projects, supporting innovation and development within the crypto space. With completion of tasks offered, users are eligible to earn multiplier bonus and receive more rewards.

Users can participate by staking KCS, USDT, or other specified assets in designated pools. The rewards are earned according to the respective yields of the pools, ensuring a fair and exciting experience for all users.

For more information on how to participate and the benefits of GemPool, please visit the KuCoin GemPool page.

About KuCoin

Launched in September 2017, KuCoin is a leading cryptocurrency exchange with its operational headquarters in Seychelles. As a user-oriented platform with a focus on inclusiveness and community engagement. It offers over 900 digital assets across Spot trading, Margin trading, P2P Fiat trading, Futures trading, and Staking to its 34 million users in more than 200 countries and regions. KuCoin ranks as one of the top 6 crypto exchanges. KuCoin was acclaimed as “One of the Best Crypto Apps & Exchanges of June 2024” by Forbes Advisor and has been included as one of the top 50 companies in the “2024 Hurun Global Unicorn List”. Learn more at https://www.kucoin.com/.

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View original content:https://www.prnewswire.co.uk/news-releases/stake-and-earn-with-kucoins-innovative-gempool-platform-302216471.html

Latest News

Trust Wallet Launches Gamified Education Platform and Loyalty Program to Enhance and Reward Web3 Learning

Published

4 months ago

August 7, 2024

CISION (PR Newswire)

DUBAI, UAE, Aug. 7, 2024 /PRNewswire/ — Trust Wallet, the world’s leading self-custody Web3 wallet and Web3 gateway trusted by over 130 million users, has launched Trust Wallet Quests, a gamified education platform within the Trust Wallet mobile app which encourages users to earn points while exploring and learning about Web3.

Users can engage in task-based challenges ranging from quizzes to complex problem-solving scenarios composed of various DeFi and Web3 activities, all designed to deepen their understanding of blockchain technology and decentralized applications (dApps), and expose them to exciting opportunities within Web3. As an incentive, users will earn Trust Points, a loyalty-based points system designed to reward user activity within the Trust Wallet mobile app. With Trust Points, users can earn rewards upon the completion of specific tasks, making Web3 more rewarding and fun.

In the future, Trust Points will offer additional gamification features, such as unlocking achievements, badges, and levels. This interactive approach not only boosts individual learning but also contributes to broader community education and adoption of decentralized technologies, making Trust Wallet Quests a dynamic and exciting way to reward loyal users and engage with communities in Web3.

On the motive for launching Trust Wallet Quests, Eowyn Chen, CEO of Trust Wallet, stated: “The complex technology and fast-paced industry can be intimidating for both new and seasoned users. The introduction of Quests on Trust Wallet further solidifies our commitment to making it easier for millions to navigate Web3, aligning perfectly with our mission to build a seamless Web3 hub and open ecosystem for all.”

Nate Zou, Head of Product at Trust Wallet, highlighted what to expect from Trust Points and Trust Wallet Quests: “Trust Points and Quests are just the first iteration of a much-needed reward system for our community. Within 2024, we have plans to build on this, combining rewards with many of our other web3 product offerings. Overall, we envision this points system not only changing how users engage with Trust Wallet, but also encouraging more collaboration between Trust Wallet, our users and other web3 ecosystem players.”

Trust Wallet Quests and Trust Points are now available on both Android and iOS versions of Trust Wallet’s mobile app. Download here: https://short.trustwallet.com/TrustWalletQuests

About Trust Wallet

Trust Wallet is the self-custody, multi-chain Web3 wallet and Web3 gateway for people who want to fully own, control, and leverage the power of their digital assets. From beginners to experienced users, Trust Wallet makes it easier, safer, and convenient for millions of people around the world to experience Web3, access dApps securely, store and manage their crypto and NFTs, buy, sell, and stake crypto to earn rewards, all in one place and without limits.