SCHEDULE TOTender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 7)
MARIADB PLC
(Name of Subject Company (Issuer))
MERIDIAN BIDCO LLC
(Offeror)
a wholly-owned subsidiary of
MERIDIAN TOPCO LLC
(Affiliate of Offeror)
a wholly-owned subsidiary of
K5 PRIVATE INVESTORS, L.P.
(Affiliate of Offeror)
whose general partner is
K5 CAPITAL ADVISORS, L.P.
(Affiliate of Offeror)
whose general partner is
K1 INVESTMENT MANAGEMENT, LLC
(Affiliate of Offeror)
(Name of Filing Persons (identifying status as offeror, issuer or other person))
Ordinary Shares, Par Value $0.01 Per Share
(Title of Class of Securities)
G5920M100
(CUSIP Number of Class of Securities)
Jordan D. Wappler
K1 Investment Management, LLC
875 Manhattan Beach Blvd.
Manhattan Beach, CA 90266
(800) 310-2870
(Name, address and telephone numbers of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Jennifer L. Lee
Carlo Zenkner
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
(212) 446-4800
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| | | |
| Check the appropriate boxes below to designate any transactions to which the statement relates: |
| | ☒ | third-party tender offer subject to Rule 14d-1. |
| | ☐ | issuer tender offer subject to Rule 13e-4. |
| | ☒ | going-private transaction subject to Rule 13e-3. |
| | ☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
|
| If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon: |
| | ☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| | ☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 7 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement on Schedule TO initially filed with the U.S. Securities and Exchange Commission on May 24, 2024 (as amended and supplemented on May 31, 2024, June 7, 2024 and June 17, 2024, as amended and restated on June 24, 2024 and as amended and supplemented on July 3, 2024 and July 10, 2024, and as may be further restated, amended or supplemented from time to time, the “Schedule TO/A”) related to the offer by Meridian BidCo LLC, a Delaware limited liability company (“Bidco”) and an indirect wholly-owned subsidiary of K1 Investment Management, LLC, a Delaware limited liability company, for all of the issued and to be issued ordinary shares, nominal value $0.01 per share (the “MariaDB Shares”) of MariaDB plc, an Irish public limited corporation (“MariaDB” or the “Company”) and MariaDB Shares issuable upon the exercise, conversion or exchange of any outstanding options, warrants, convertible securities, restricted share awards or other rights to purchase, subscribe for, or be allocated MariaDB Shares at a price per share of $0.55 in cash, upon the terms and conditions set forth in the amended and restated offer document, dated June 24, 2024 (the “Offer Document”), a copy of which is attached to the Schedule TO/A as Exhibit (a)(1)(A), and in the related letter of transmittal, which is attached to the Schedule TO/A as Exhibit (a)(1)(B), which, together with any amendments or supplements, collectively constitute the “Offer.”
Except as otherwise set forth in this Amendment, the information set forth in the Offer Document and the Schedule TO/A remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings assigned to such terms in the Offer Document or in the Schedule TO/A.
For the purposes of the Irish Takeover Rules, 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 statement. To the best of the knowledge and belief of the K1 Responsible Persons, the Bidco Officers and the Topco Officers (who have taken all reasonable care to ensure that such is the case), the information contained in this statement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Schedule TO/A is hereby amended and supplemented as follows:
Items 1 through 9, Item 11 and Item 13.
The Offer expired at 5:00 p.m. (New York City time) on July 23, 2024. As of the Expiration Time, a total of 61,263,283 MariaDB Shares were validly tendered and not properly withdrawn pursuant to the Offer, representing approximately 88.70% of the issued share capital of MariaDB as of July 22, 2024. All MariaDB Shares that were validly tendered and not withdrawn pursuant to the Offer have been accepted for payment by Bidco.
As of the Expiration Time, all remaining Conditions to the Offer were satisfied, fulfilled, or to the extent permitted, waived. Accordingly, the Offer became unconditional in all respects and closed to further acceptances with effect from the Expiration Time. Bidco will effect settlement of the cash consideration to which accepting MariaDB Shareholders are entitled under the Offer on a date promptly following the Expiration Time, which is currently expected to be July 25, 2024.
Bidco intends to apply the provisions of Sections 456 to 460 of the Companies Act 2014 to effect the Buy Out. Following the Buy Out, Bidco intends to cause the MariaDB Shares to be delisted from the New York Stock Exchange and terminate the registration of the MariaDB Shares under the US Exchange Act and suspend MariaDB’s reporting obligations under the US Exchange Act as promptly as possible.
On July 23, 2024, Bidco issued an announcement communicating the expiration and results of the Offer. The full text of the announcement is attached as Exhibit (a)(1)(R) hereto, and is incorporated herein by reference.
Item 12. Exhibits
(Regulation M-A Items 1016(a), (b), (d), (g) and (h))
| (a)(1)(A) | Amended and Restated Offer Document, dated June 24, 2024.* |
| (a)(1)(C) | Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(D) | Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* |
| (a)(1)(E) | Long Form Advertisement as published in The New York Times on May 24, 2024.* |
| (a)(1)(F) | Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on February 16, 2024.* |
| (a)(1)(G) | Announcement issued pursuant to Rule 2.4 of the Irish Takeover Rules issued on March 13, 2024.* |
| (a)(1)(H) | Announcement issued pursuant to Rule 2.7 of the Irish Takeover Rules issued on April 24, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on April 24, 2024.* |
| (a)(1)(I) | Announcement issued pursuant to Rule 2.9 of the Irish Takeover Rules issued on May 20, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 20, 2024.* |
| (a)(1)(J) | Announcement issued pursuant to Rule 24.1(b) of the Irish Takeover Rules issued on May 22, 2024, incorporated by reference to Schedule TO-C filed by Meridian BidCo LLC on May 22, 2024.* |
| (a)(1)(K) | Announcement Regarding Publication and Posting of Offer Document issued on May 24, 2024.* |
| (a)(1)(L) | Announcement Regarding Rule 15 Proposals issued on May 31, 2024.* |
| (a)(1)(M) | Announcement Regarding Rule 15 Proposal issued on June 7, 2024.* |
| (a)(1)(N) | Announcement Regarding Offer Update: Exercise of Rollover Withdrawal Right and Withdrawal of the Unlisted Unit Alternative from the Offer issued on June 17, 2024.* |
| (a)(1)(O) | Announcement Regarding Publication and Posting of Amended and Restated Offer Document and Update to the Offer Timetable issued on June 24, 2024.* |
| (a)(1)(P) | Announcement Regarding Amendment and Supplement to Tender Offer Document and Tender Offer Statement on Schedule TO issued on July 5, 2024* |
| (a)(1)(Q) | Announcement Regarding Lowering of Acceptance Condition and Offer Unconditional as to Acceptances issued on July 10, 2024.* |
| (a)(1)(R) | Announcement Regarding Tender Offer Expiration issued on July 23, 2024. |
| (d)(1) | Equity Commitment Letter, dated April 24, 2024 by and between K5 Private Investors, L.P. and Meridian BidCo LLC.* |
| (d)(2) | Loan Purchase Agreement, dated as of April 24, 2024, by and among RP Ventures LLC, Runa Capital II (GP), Runa Capital Opportunity I (GP), Runa Ventures I Limited and Meridian Topco LLC.* |
| (d)(3) | Pre-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors—6. Disclosable Transactions—Irrevocables.”* |
| (d)(4) | Post-Launch Form of Irrevocable Undertaking between Meridian BidCo LLC and each of the parties identified in the section of the Offer Document entitled “Special Factors—6. Disclosable Transactions—Irrevocables.”* |
| (d)(5) | Form of Irrevocable Undertaking between Meridian BidCo LLC and Runa Entities.* |
SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: July 24, 2024 | | |
| | | |
| | MERIDIAN BIDCO LLC | |
| | | | |
| By: | /s/ Sujit Banerjee | |
| | Name:
| Sujit Banerjee | |
| | Title:
| President | |
| | | | |
| | MERIDIAN TOPCO LLC | |
| | | | |
| By: | K5 PRIVATE INVESTORS, L.P., | |
| | | Managing Member | |
| | |
| |
| | By:
| K5 CAPITAL ADVISORS, L.P., | |
| | | General Partner
| |
| | | | |
| | By:
| K1 INVESTMENT MANAGEMENT, LLC, | |
| | | General Partner
| |
| | | | |
| | By:
| /s/ R. Neil Malik
| |
| | Name:
| R. Neil Malik
| |
| | Title:
| Managing Member
| |
| | | | |
| | K5 PRIVATE INVESTORS, L.P. | |
| | | | |
| By: | K5 CAPITAL ADVISORS, L.P., | |
| | | General Partner | |
| | |
| |
| | By:
| K1 INVESTMENT MANAGEMENT, LLC, | |
| | | General Partner
| |
| | | | |
| | By:
| /s/ R. Neil Malik
| |
| | Name:
| R. Neil Malik
| |
| | Title:
| Managing Member
|
|
| | | |
| | K5 CAPITAL ADVISORS, L.P. | |
| | | | |
| By: | K1 INVESTMENT MANAGEMENT, LLC, | |
| | | General Partner | |
| | |
| |
| | By:
| /s/ R. Neil Malik
| |
| | Name:
| R. Neil Malik
| |
| | Title:
| Managing Member
|
|
| | | |
| | K1 INVESTMENT MANAGEMENT, LLC | |
| | | | |
| By: | /s/ R. Neil Malik | |
| | Name:
| R. Neil Malik | |
| | Title:
| Managing Member | |
