Progress Software Corp. (”
Progress”) (Nasdaq:
PRGS), the trusted provider of infrastructure software, confirms
that it is considering a possible offer for all the issued and to
be issued share capital of MariaDB plc (
“MariaDB”)
at a value of $0.60 per share (the
“Possible
Offer”).
The terms of the Possible Offer represent:
- a 9% premium to
the possible offer of $0.55 per share made by K1 Capital, announced
on February 16, 2024;
- an 88% premium
to MariaDB’s average closing share price of the last 30 trading
days; and
- a 216% 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.
Progress believes MariaDB's relational database
management (RDBMS) products offer an attractive value proposition
for customers who need a scalable, open-source relational database
with the backing of a trusted enterprise software company. Progress
has a proven track record in both database management and the
ability to collaborate with the open-source community.
Progress believes that if it were to make a Firm
Offer for MariaDB, this would be in the best interest of all
stakeholders. Progress has a track record of delivering on the
needs of its customers, as evidenced by its net retention rates of
around 100%. Progress has been listed on the Nasdaq for over three
decades and has a current market capitalisation of c.$2.3 billion
and over $1 billion of capacity to deploy for acquisitions.
Progress has an extensive portfolio of infrastructure software
products, including database and open-source offerings that are
relied upon by major global corporations, and a deep knowledge of
the sector in which MariaDB operates.
MariaDB is an attractive opportunity for
Progress to consider as it meets many aspects of the company’s
disciplined approach to acquisitions. Progress has undertaken due
diligence in order to evaluate a possible offer for all the issued
and to be issued share capital of MariaDB.
Progress is ready to engage with MariaDB’s Board
to complete its due diligence and progress its Possible Offer
expeditiously, which it believes is in the best interests of all
stakeholders.
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, Progress must, by no later than 5.00 p.m. (New York
time) on May 7, 2024, being the 42nd day following this
announcement, 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 Irish Takeover Panel in accordance with
Rule 2.6(c) of the Irish Takeover Rules.
Pursuant to Rule 2.5 of the Irish Takeover
Rules, Progress reserves the right to amend the terms of any offer
(including making the offer on less favourable terms or at a lower
value than $0.60 per share):
a) |
|
with the recommendation or consent of the MariaDB Board, or an
independent committee of the MariaDB 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 Progress 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 or a disposal of assets or the
business by MariaDB pursuant to any sale, reconstruction,
insolvency process or amalgamation 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 $0.60 per share. |
A further announcement will be made as and when
appropriate.
Contacts:
Progress
Investor Contact: |
Press Contact: |
Michael Micciche |
Erica McShane |
Progress Software |
Progress Software |
+1 781-850-8450 |
+1 781-280-4000 |
Investor-Relations@progress.com |
PR@progress.com |
|
|
Europa Partners (Financial Advisor to
Progress)
Jan Skarbek, Dominic King: +44 20 7451 4542
About Progress
Progress (Nasdaq: PRGS) provides software that enables
organizations to develop and deploy their mission-critical
applications and experiences, as well as effectively manage their
data platforms, cloud and IT infrastructure. As an experienced,
trusted provider, we make the lives of technology professionals
easier. Over 4 million developers and technologists at hundreds of
thousands of enterprises depend on Progress. Learn more at
www.progress.com.
Responsibility statement
The Progress Responsible Persons (being the
Progress Chief Executive Officer, Chief Financial Officer and Chief
Legal Officer) accept responsibility for the information contained
in this announcement. To the best of the knowledge and belief of
the Progress 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
advisor
Europa Partners Limited
(“Europa”), which is authorised by the Prudential
Regulation Authority (“PRA”) and regulated by the
Financial Conduct Authority (“FCA”) and the PRA in
the United Kingdom, is acting exclusively for Progress and for no
one else in connection with the Possible Offer and will not be
responsible to anyone other than Progress for providing the
protections afforded to its clients or for providing advice in
connection with the Possible Offer. Neither Europa, 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 Europa in connection with the Possible Offer, 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
Progress’ website: www.progress.com promptly and in any event
by no later than 12:00 p.m. (New York time) 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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