PRGS - Progress Software Corp. Statement regarding Possible Offer for MariaDB plc | Benzinga
POSSIBLE OFFER (RULE 2.4 ANNOUNCEMENT)
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.
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE "TAKEOVER RULES") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER RULES. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER WILL BE MADE.
BURLINGTON, Mass., March 26, 2024 (GLOBE NEWSWIRE) -- 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):
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