Runa Capital letter to MariaDB

$MRDB

Dublin, Ireland, Sept. 28, 2023 (GLOBE NEWSWIRE) -- Runa has, for a number of years, expressed serious concerns regarding the management of (“MariaDB” or the “Company”) by its directors (the “Board”). In that context, Runa has advocated for changes to the Company’s strategic direction, including a rationalization of the Company’s budget and potentially changes in senior roles in the Company. Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs. Runa believes that such transaction would result in substantial and damaging dilution to shareholders and would not be in the interests of the Company or its shareholders.

As a result, Runa is considering what further steps it may take to effect strategic change at MariaDB. Runa is considering calling an extraordinary general meeting of the Company (“EGM”) to discuss its concerns in relation to the management of the Company and its strategic direction. Runa invites discussion with MariaDB shareholders who share its concerns and are prepared to join it in requisitioning an EGM. Runa notes that such an EGM could also consider resolutions to remove certain directors of the Company and/ or to remove or restrict the ability of the Board to issue new shares.

As previously announced, Runa has made an all cash proposal to the Board to acquire, together with Runa’s investment affiliates, 100% of the issued share capital of the Company not already owned by Runa, at a price of US$0.56 per share (the “Possible Offer”).

Runa confirms that it is willing to evaluate the possibility of other MariaDB shareholders having the ability to retain or increase economic exposure to the Company post completion of any offer. Runa invites feedback from MariaDB shareholders who might be interested in having such an ability and Runa is open to considering various mechanisms to facilitate that.   Runa continues to reserve the right to vary the form and / or mix of the offer consideration and vary the transaction structure and there can be no certainty that any offer will be made, or as to the terms on which any offer may be made.

Runa will keep all options open in regard to its ongoing engagement with the Company and remains open to working constructively with the Company for the benefit of all Company shareholders. However to date, the Company has not engaged substantively with Runa on its Possible Offer.

A further announcement will be made as and when appropriate.

Enquiries:

Runa Capital

Source:

https://www.sec.gov/Archives/edgar/data/1929589/000121390023080584/ea186011-dfan14a_runacap2.htm