Possible offer by Runa Capital II (GP) as general partner of Runa Capital Fund II, L.P. on behalf of itself and its other investment affiliates (“Runa”) to acquire 100% of the issued ordinary shares of MariaDB plc (“MariaDB”) other than those shares already owned by Runa (the “Possible Offer”).
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2022 (THE “IRISH TAKEOVER RULES”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS SECTION OF THE WEBSITE. IF YOU ARE ABLE TO AGREE, PRESS “I AGREE” BELOW. IF YOU ARE UNABLE TO AGREE, YOU SHOULD PRESS “I DISAGREE” AND YOU WILL NOT BE ABLE TO VIEW INFORMATION RELATING TO THE POSSIBLE OFFER.
THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE IT WOULD OR MAY VIOLATE THE LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH RUNA REGARDS AS UNDULY ONEROUS (“RESTRICTED JURISDICTION”).
If you would like information on the Possible Offer please read this notice carefully – it applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. Runa reserves the right to amend or update this notice at any time and you should read it in full each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time in whole or in part at the sole discretion of Runa.
BASIS OF ACCESS TO INFORMATION
The information contained in this section of the website in respect of the Possible Offer (the “Information”) is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise. Any person who proceeds to
access this section of Runa’s website thereby represents and warrants to Runa that they are doing so for information purposes only.
The Information speaks only at the date of the relevant document, announcement, communication or information and Runa has, and accepts, no, and expressly disclaims any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). Runa does not have, and does not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this part of its website at any time.
In relation to any Information, the only responsibility accepted by Runa is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise. Neither Runa, nor MariaDB, nor any of their affiliated companies, have reviewed, and no such person is, or shall be, responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this section of the website.
The Information is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Runa or MariaDB.
This notice has been prepared for the purposes of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if this notice had been prepared in accordance with the laws of jurisdictions outside of Ireland.
FORWARD-LOOKING STATEMENTS
This section of the website and the Information may contain certain forward-looking statements with respect to the financial condition, strategies, objectives, results of operations and businesses of Runa and MariaDB following the implementation of the Possible Offer.
All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements often use identified by their use of terms and phrases such as ‘anticipate’, ‘target’, ‘expect’, ‘estimate’, ‘intend’, ‘plan’, ‘goal’, ‘believe’, ‘hope’, ‘aims’, ‘continue’, ‘will’, ‘may’, ‘should’, ‘would’, ‘could’ or other words of similar meaning.
These statements are based on assumptions and assessments made by MariaDB and/or Runa in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in the Information could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and persons reading the Information are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the Information.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals.
OVERSEAS PERSONS
Viewing the Information on this section of the website may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person resident outside the United States or Ireland who wishes to access the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
By selecting “I agree”, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that Runa is lawfully entitled to make the content of any communication or document in relation to the Possible Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any of the Information.
Copies of the Information are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Possible Offer. If you are not permitted to view Information on this section of the website or are in any doubt as to whether you are permitted to view the Information, please exit this section if the website by selecting “I disagree” and seek independent your own financial advice from an appropriately authorised independent financial adviser. Neither Runa nor any of its respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
NON-SOLICITATION
This communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or (3) the solicitation of any vote or approval in any jurisdiction pursuant to this communication or otherwise, nor will there be any acquisition or disposition of the securities referred to in this communication in any jurisdiction in contravention of applicable law or regulation.
ADDITIONAL INFORMATION
In connection with the possible requisitioning of an EGM, Runa expects to file certain materials with the Securities and Exchange Commission (the “SEC”), including, among other materials, a proxy statement on Schedule 14A (in preliminary and then definitive form). This communication is not intended to be, and is not, a substitute for such filings or for any other document that Runa may file with the SEC in connection with the possible requisitioning of an EGM. Investors and securityholders of the Company are urged to read the documents filed with the SEC carefully and in their entirety (if and when they become available) before making an investment decision because they will contain important information about the Company and the EGM. Such documents will be available free of charge through the website maintained by the SEC at www.sec.gov or by directing a request to Runa at [email protected] or https://runacap.com. Any materials filed by Runa with the SEC that are required to be mailed to shareholders of the Company will also be mailed to such shareholders. This communication has been prepared in accordance with U.S. securities law, Irish law and the Irish Takeover Rules.
PARTICIPANTS IN SOLICITATION
This communication is not a solicitation of a proxy from any investor or shareholder. However, Runa and certain of its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies in connection with the proposal under the rules of the SEC. Information regarding Runa’s directors and executive officers may be found in the Schedule 13D of Runa, and amendments thereto, filed with the SEC with respect to the ordinary shares of the Company. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants, which may, in some cases, be different than those of the Company’s shareholders generally, will also be included in the materials that Runa intends to file with the SEC when they become available.
NON-SOLICITATION
This communication is not intended to, and does not, constitute or form part of (1) any offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities, (2) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, sell or otherwise dispose of any securities or (3) the solicitation of any vote or approval in any jurisdiction pursuant to this communication or otherwise, nor will there be any acquisition or disposition of the securities referred to in this communication in any jurisdiction in contravention of applicable law or regulation.
ACCEPTANCE OF DISCLAIMER
By clicking “I agree” below, you hereby acknowledge that: (i) you have read and understood the notice set out above and agree to be bound by its terms; (ii) you are not (and do not act on behalf of someone who is) resident in a Restricted Jurisdiction; (iii) you represent and warrant to Runa that you intend to access this section of the website for information purposes only; and (iv) you will not, at any time, seek to release, copy, mail, forward, distribute, send or otherwise transmit, in whole or in part, any of the Information to any person who may be restricted from obtaining access to it.
If you are not able to give these confirmations, you should click on “I disagree” below.