Progress Software Considers Possible Offer To Acquire All Of The Debt And The Entire Issued And To Be Issued Capital Of MariaDB; MariaDB Shareholder Entitled To Receive $0.60/Share; Values MariaDB At ~$40.6M

Author: Benzinga Newsdesk | April 19, 2024 09:20am

• Under the Possible Offer, each MariaDB shareholder would be entitled to receive:
  • $0.60 for each MariaDB share, payable in cash.
• The Possible Offer would represent a premium of approximately:
  • 9 per cent. to the possible offer of $0.55 per share made by K1 Capital, announced on February 16, 2024;
  • 88 per cent. to MariaDB's average closing share price on the last 30 trading days prior to the March Possible Offer Announcement; and
  • 216 per cent. to MariaDB's closing share price on February 5, 2024, the last full trading day prior to the announcement by MariaDB of a forbearance agreement with RP Ventures LLC.
• The Possible Offer values MariaDB's entire issued ordinary share capital at approximately $40.6 million.
• In addition, in connection with the closing of the transactions contemplated by the Possible Offer, Progress proposes that it would complete the purchase or repayment of the Senior Secured Promissory Note issued by MariaDB to RP Ventures LLC ("RP Ventures"), a company associated with Runa Capital, Inc. ("Runa"), on October 10, 2023 (the "RP Note"), with RP Ventures being entitled to receive:
  • $40 million in total with respect to the RP Note (but excluding any amounts attributable to ownership of MariaDB shares).
  • This represents a premium of approximately 55 per cent. to the outstanding amount of the RP Note including the principal and accrued interest as of March 31, 2024 of approximately $25.9 million.
• The Possible Offer implies an enterprise value of approximately $100.6 million and a multiple of approximately 2 times MariaDB's revenue for the twelve months ended December 31, 2023.
  • Given the liquidity challenges faced by MariaDB, there are other potential outstanding liabilities, estimated to be approximately $20 million, which would be assumed by Progress should it complete an acquisition of MariaDB.

Posted In: MRDB PRGS