MariaDB, Fast Growing, Popular Open Source Database Software
Company, Will Enter Its Next Growth Phase with New York Stock
Exchange Listing in Partnership with NYSE-Listed Angel Pond
Holdings Corporation.
- MariaDB is at the nexus of open source software and cloud, and
its next growth phase will be primed by NYSE listing and enhanced
capital access.
- The transaction implies a pro forma MariaDB enterprise value of
approximately $672 million.
- The signing of the business combination agreement is
accompanied by a $104 million fully funded Series D private
placement led by new and existing investors and a $18 million fully
committed PIPE.
- Existing shareholders of MariaDB will roll over equity into the
combined company.
- Following the transaction, the combined company will be named
MariaDB plc.
MariaDB Corporation Ab (“MariaDB”), one of the fastest growing
and most popular open source database software companies in the
world, announced today its intention to become a publicly listed
company on the New York Stock Exchange (NYSE) in partnership with
NYSE-listed Angel Pond Holdings Corporation (“Angel Pond”) (POND).
This transaction implies a pro forma MariaDB enterprise value of
approximately $672 million. Angel Pond was co-founded by Theodore
T. Wang, a former partner at Goldman Sachs, and Shihuang “Simon”
Xie, a co-founder of Alibaba. The transaction provides the
shareholders of Angel Pond with the opportunity to participate in
the growth of a premier database software company at the nexus of
open source software and cloud. Upon closing of the transaction,
the combined company will be named MariaDB plc and led by MariaDB’s
CEO Michael Howard.
MariaDB investment highlights:
- A leading relational database brand
- Thriving open source community drives viral adoption
- Attractive industry tailwinds with expected 27% CAGR of cloud
database-as-a-service (DBaaS) to $33B by 2025
- Open source business model provides broad monetization platform
via proprietary enterprise features and cloud DBaaS (hybrid and
multicloud)
- Diversified blue-chip global customer base with sustainable
organic expansion opportunities
Michael Howard, CEO of MariaDB, said, “MariaDB is the data
backbone of services used by millions of people every day. Our
mission is to build the database for all, providing a perfect
balance of simplicity and raw power, including unified
transactional and analytical processing for everyday applications.
Whether customers move to open source or into the cloud, with
MariaDB they are saving up to 90% of their total cost for
databases. I am excited that a public investor base and enhanced
capital access will allow us to accelerate the go-to-market for our
technology that has already been battle-tested and proven its
market fit.”
Theodore T. Wang, Ph.D., Chairman and CEO of Angel Pond, added,
“Angel Pond is truly excited to be partnering with MariaDB to fast
track its growth through one of the world’s premier listing
platforms for brand awareness, enhanced capital access, and
institutionalized governance. MariaDB is trusted by some of the
largest blue-chip customers in the world to run their
mission-critical applications. With a stronger balance sheet and
proven technology, MariaDB is well positioned to capitalize on
explosive growth in data worldwide and on the migration to the
cloud.“
Transaction overview
The transaction reflects an implied enterprise value of the
combined company of approximately $672 million, representing 14.2x
expected fiscal 2022 (ending September 2022) revenue of $47.4
million. A $104 million private placement of Series D Preferred
shares of MariaDB has been closed concurrently with this
announcement, with $43 million commitment from existing investors
and $27 million from an affiliate of Angel Pond’s sponsor, which
the parties believe shows the commitment and conviction of Angel
Pond’s sponsor in the transaction. The Series D Preferred shares
will ultimately convert into the right to receive ordinary shares
of the combined company. The transaction is expected to provide up
to $317 million of net cash proceeds (inclusive of transaction fees
and debt repayment), comprised of Angel Pond’s $265 million of cash
held in trust, assuming no Angel Pond shareholder redemptions, the
$104 million Series D Preferred financing, and a $18 million fully
committed PIPE.
In the transaction, Angel Pond will become a wholly owned
subsidiary of Mangomill plc, an Irish public limited company (which
will be renamed MariaDB plc), through a domestication merger with a
wholly owned subsidiary of MariaDB plc. Immediately following such
domestication merger, the current MariaDB will merge with and into
MariaDB plc. Angel Pond will then be liquidated. As a result of the
transaction, each ordinary share of Angel Pond will be converted
into the right to receive one newly issued ordinary share of
MariaDB plc, warrants of Angel Pond will be exercisable for
ordinary shares of MariaDB plc, and the shares of MariaDB will be
converted into the right to receive newly issued shares of MariaDB
plc. Options of MariaDB will be converted into options to acquire
ordinary shares of MariaDB plc. Post-transaction, the name of the
combined company will be MariaDB plc and its ordinary shares will
be listed on the NYSE.
The respective Boards of Directors of MariaDB and Angel Pond
have unanimously approved the transaction. The transaction will
require the approval of the shareholders of both MariaDB and Angel
Pond, and is subject to other customary closing conditions,
including a registration statement on Form S-4 being declared
effective by the U.S. Securities and Exchange Commission (the
“SEC”) and approval by the New York Stock Exchange to list the
ordinary shares of MariaDB plc. The transaction is expected to
close in the second half of FY2022.
Additional information about the proposed transaction, including
a copy of the business combination agreement and an investor
presentation, will be provided in a Current Report on Form 8-K to
be filed by Angel Pond with the SEC and will be available at
www.sec.gov. Additional information
about the proposed transaction will be described in the
registration statement on Form S-4 relating to the transaction,
which will include a proxy statement/prospectus, and other
documents regarding the proposed transaction, each to be filed with
the SEC.
Advisors
Cleary Gottlieb Steen & Hamilton LLP, Hannes Snellman
Attorneys Ltd, Arthur Cox and Maples Group are serving as legal
advisors to Angel Pond. Perkins Coie LLP, Fondia, Matheson and
Conyers are serving as legal advisors to MariaDB.
J.P. Morgan Securities LLC and Angel Pond Capital LLC served as
placement agents to Maria DB and Angel Pond in connection with the
Series D Financing and PIPE offerings.
J.P. Morgan Securities LLC is acting as capital markets advisors
to Angel Pond.
About MariaDB
MariaDB frees companies from the costs, cloud lock-in,
constraints and complexity of proprietary databases, enabling them
to reinvest in what matters most – rapidly developing innovative,
customer-facing applications. MariaDB uses pluggable, purpose-built
storage engines to support workloads that previously required a
variety of specialized databases. With complexity and constraints
eliminated, enterprises can now depend on a single complete
database for their needs, whether on commodity hardware or their
cloud of choice. Deployed in minutes for transactional, analytical
or hybrid use cases, MariaDB delivers unmatched operational agility
without sacrificing key enterprise features, including real ACID
compliance and full SQL. Trusted by organizations such as,
Bandwidth, DigiCert, InfoArmor, Oppenheimer, Samsung, SelectQuote,
SpendHQ – MariaDB meets the same core requirements as proprietary
databases at a fraction of the cost. No wonder it’s one of the
fastest growing database management systems companies. Real
business relies on MariaDB™.
About Angel Pond
Angel Pond is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one
or more businesses. The Company is co-founded by Dr. Theodore T.
Wang, a former Partner of Goldman Sachs, and Mr. Shihuang “Simon”
Xie, a co-founder of China e-commerce company Alibaba Group. For
more information, visit https://angelpond.com/.
Forward-looking statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”). In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “target,” similar
expressions, and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
proposed transaction, the expected timetable for completing the
proposed transaction, the benefits and synergies of the proposed
transaction, future opportunities for the combined company and
products and any other statements regarding Angel Pond’s and
MariaDB’s future operations, anticipated growth, financial or
operating results, capital allocation, market opportunities,
strategies, anticipated business levels, future earnings, planned
activities, dividend policy, debt ratio, competitions, and other
expectations and targets for future periods. There are several
factors which could cause actual plans and results to differ
materially from those expressed or implied in forward-looking
statements. Such factors include, but are not limited to, (i) the
risk that the transaction may not be completed in a timely manner
or at all, which may adversely affect the price of Angel Pond’s
securities, (ii) the risk that the transaction may not be completed
by Angel Pond’s business combination deadline, (iii) the failure to
satisfy the conditions to the consummation of the transaction,
including the approval of the transactions contemplated by the
Business Combination Agreement, by and between Angel Pond,
Mangomill plc, Meridian MergerSub Inc. and MariaDB, dated as of
January 31, 2022 (the “Merger Agreement”) by the shareholders of
Angel Pond and MariaDB, respectively, and the satisfaction of the
minimum cash condition, (iv) the lack of a third party valuation in
determining whether or not to pursue the proposed transaction, (v)
the occurrence of any event, change or other circumstance that
could give rise to the termination of the Merger Agreement, (vi)
the effect of the announcement or pendency of the transaction on
MariaDB’s business relationships, operating results, and business
generally, (vii) risks that the proposed transaction disrupts
current plans and operations of MariaDB and potential difficulties
in MariaDB employee retention as a result of the transaction,
(viii) the outcome of any legal proceedings that may be instituted
against MariaDB or against Angel Pond related to the Merger
Agreement or the proposed transaction, (ix) the ability to maintain
the listing of Angel Pond’s securities or MariaDB plc’s securities
on a national securities exchange, (x) the price of Angel Pond’s
securities may be volatile due to a variety of factors, including
the uncertainty of demand in the market that Angel Pond plans to
operate or MariaDB operates, variations in operating performance
across competitors, changes in laws and regulations affecting the
business and changes in the combined capital structure, (xi) the
ability to implement business plans, forecasts, and other
expectations after the completion of the proposed transaction, and
identify and realize additional opportunities, (xii) the ability to
discover, develop and protect new technologies and to protect and
enforce MariaDB’s or Angel Pond’s intellectual property rights,
(xiii) the fact that significant capital investment is required for
the research & development of intellectual property and other
proprietary information to improve and scale technological
processes, (xiv) the fact that MariaDB is an early stage company
with a history of losses and its future profitability is uncertain,
(xv) the uncertainty of financial projections which rely in part on
assumptions about customer demand based on ongoing negotiations and
indications of interest from potential customers, (xvi) the risk of
downturns and a changing regulatory landscape in a highly
competitive industry, (xvii) risks relating to the value of MariaDB
plc’s securities to be issued in the transaction and uncertainty as
to the long-term value of MariaDB plc’s securities, (xviii)
disruptions and other impacts to MariaDB’s business as a result of
the COVID-19 pandemic and other global health or economic crises,
(xix) the amount of redemption requests made by Angel Pond’s
shareholders, which could be significant, (xx) those factors
discussed in Angel Pond’s final prospectus filed with the SEC on
May 19, 2021 under the “Risk Factors” heading, and other documents
Angel Pond has filed, or will file, with the SEC, and (xxi) other
risks to Angel Pond’s and MariaDB’s business, operations and
results of operations including from: failure to develop and market
new products and optimally manage product life cycles; the loss of
one or more significant customers or a significant reduction of
business with customers; ability, cost and impact on business
operations, of responding to changes in market acceptance, rules,
regulations and policies and failure to respond to such changes;
global economic and capital market conditions, including the
continued availability of capital and financing, as well as
inflation, interest and currency exchange rates; changes in
political conditions; business or supply disruption; security
threats, such as acts of sabotage, terrorism or war, and natural
disasters which could result in a significant operational event for
MariaDB or Angel Pond; unpredictability and severity of
catastrophic events, including, but not limited to, acts of
terrorism or outbreak of war or hostilities, as well as
management’s response to any of the aforementioned factors. These
risks, as well as other risks associated with the proposed merger,
will be more fully discussed in the registration statement and
merger proxy on Form S-4 to be filed regarding the transaction.
While the list of factors presented here is, and the list of
factors to be presented in any registration statement filed in
connection with the transaction are, considered representative, no
such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Further lists and descriptions of risks
and uncertainties may be found in each of Angel Pond and MariaDB
plc’s subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and
other SEC filings, the contents of which are not incorporated by
reference into, nor do they form part of, this announcement.
Consequences of material differences in results as compared with
those anticipated in the forward-looking statements could include,
among other things, business disruption, operational problems,
financial loss, legal liability to third parties and similar risks,
any of which could have a material adverse effect on Angel Pond’s
or MariaDB’s consolidated financial condition, results of
operations, credit rating or liquidity. Neither Angel Pond nor
MariaDB assumes any obligation to publicly provide revisions or
updates to any forward-looking statements, whether as a result of
new information, future developments or otherwise, should
circumstances change, except as otherwise required by securities
and other applicable laws.
Important information for investors and shareholders
In connection with the proposed transaction, Angel Pond will
have a registration statement on Form S-4 (the “Registration
Statement”) filed with the SEC, which will include a preliminary
proxy statement to be distributed to holders of Angel Pond’s
ordinary shares in connection with Angel Pond’s solicitation of
proxies for the vote by Angel Pond’s shareholders with respect to
the proposed transaction and other matters as described in the
Registration Statement, as well as the prospectus relating to the
offer of securities to be issued to Angel Pond’s and MariaDB’s
shareholders in connection with the proposed transaction. After the
Registration Statement has been filed and declared effective, Angel
Pond will mail a definitive proxy statement, when available, to its
shareholders. Investors and security holders and other
interested parties are urged to read the proxy
statement/prospectus, any amendments thereto and any other
documents filed with the SEC carefully and in their entirety when
they become available because they will contain important
information about Angel Pond, MariaDB and the proposed
transaction. Investors and security holders may obtain free
copies of the preliminary proxy statement/prospectus and definitive
proxy statement/prospectus (when available) and other documents
filed with the SEC by Angel Pond through the website maintained by
the SEC at http://www.sec.gov, or by directing a request to: Angel
Pond Holdings Corporation, 950 Third Avenue, 25th Floor, New York,
New York 10022. The information contained on, or that may be
accessed through, the websites referenced in this press release is
not incorporated by reference into, and is not a part of, this
press release.
Use of projections
This press release contains MariaDB’s projected financial
information, including future revenue, net cash proceeds, and
enterprise value information. Such projected financial information
is forward-looking and is for illustrative purposes only. It should
not be relied upon as being indicative of future results. Neither
MariaDB’s independent auditors, nor the independent registered
public accounting firm of Angel Pond, have audited, reviewed,
compiled or performed any procedures with respect to the
projections for the purpose of their inclusion in this press
release, and accordingly, neither of them have expressed an opinion
or provided any other form of assurance with respect thereto for
the purpose of this press release. The projected financial
information contained in this press release constitutes
forward-looking information. The assumptions and estimates
underlying such projected financial information are inherently
uncertain and are subject to a wide variety of significant
business, economic, competitive and other risks and uncertainties
that could cause actual results to differ materially from those
contained in the prospective financial information. See
“Forward-Looking Statements” above. Actual results may differ
materially from the results or condition contemplated by the
projected financial information contained in this press release,
and the inclusion of such information in this press release should
not be regarded as a representation by any person that the results
or condition reflected in such projections will be achieved.
Participants in the solicitation
Angel Pond, MariaDB and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from Angel Pond’s shareholders in connection with the
proposed business combination. Information about Angel Pond’s
directors and executive officers and their ownership of Angel
Pond’s securities is set forth in Angel Pond’s final prospectus
filed with the SEC May 19, 2021. Additional information regarding
the interests of those persons and other persons who may be deemed
participants in the proposed transaction may be obtained by reading
the proxy statement/prospectus regarding the proposed business
combination when it becomes available.
Non-solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the potential transaction and shall not constitute an
offer to sell or a solicitation of an offer to buy the securities
of Angel Pond, MariaDB plc or MariaDB, nor shall there be any sale
of any such securities in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of the Securities Act of
1933, as amended.
Industry and market data; trademarks
Certain industry and market data used in this press release have
been obtained from third-party industry publications and sources as
well as from research reports prepared for other purposes. Neither
MariaDB nor Angel Pond has independently verified the data obtained
from these sources and cannot assure you of the data’s accuracy or
completeness. This data is subject to change and recipients should
not put undue weight on such data. This presentation contains
trademarks, service marks, trade names and copyrights of MariaDB,
Angel Pond and other companies, which are the property of their
respective owners.
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