February 17, 2024

K1 Investment Management, LLC (“K1”) Statement regarding Possible Offer for MariaDB plc (“MariaDB”)

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.

LOS ANGELES, Feb. 16, 2024 (GLOBE NEWSWIRE) — K1 confirms that it made, on 15 February 2024, a non-binding proposal to the board of directors of MariaDB (the “Board”) to acquire, together with K1’s investment affiliates, all of the issued, and to be issued, share capital of MariaDB at a value of $0.55 per share (the “Possible Offer”). The terms of the Possible Offer represent:-

(i) a 189% 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; and
(ii) a 114% premium to MariaDB’s average closing share price of the last 30 calendar days.

K1 has a high regard for the MariaDB business and looks forward to engaging with MariaDB in connection with the Possible Offer.

It is intended that the proposed transaction would be effected by way of an Irish law scheme of arrangement whereby K1, or its affiliates, would acquire 100% of the issued shares of the Company. However, K1 reserves the right to implement the proposal, instead, by way of contractual offer. The form and/or mix of the offer consideration has not yet been determined.

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, K1 must, by no later than 5.00 p.m. on 29 March 2024 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 Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules.

Pursuant to Rule 2.5 of the Irish Takeover Rules, K1 reserves the right to amend the terms of any offer (including making the offer on less favourable terms or at a lower value than US$0.55 per share):

a) with the recommendation or consent of the Board, or an independent committee of the Board (as appropriate);

b) if any dividend or any other distribution or return of value is paid or becomes payable by MariaDB to MariaDB shareholders after the date of this announcement, in which case K1 will have the right to reduce the offer consideration by the amount of any dividend (or other distribution or return of value) which is paid or becomes payable by Maria DB to MariaDB shareholders;

c) following the announcement by MariaDB of a whitewash transaction pursuant to the Irish Takeover Rules on less favourable terms than those set out in this announcement; or

d) if a third party announces a firm intention to make an offer for MariaDB on less favourable terms than those set out in this announcement or at a lower value than $0.55 per share.

A further announcement will be made as and when appropriate.

Contacts:

Lazard (Financial Advisor to K1)

Adrian Duchini, Keiran Wilson, Charles White +44 20 7187 2000

About K1

K1 is a global investment firm that builds category-leading enterprise software companies and has over $13 billion of assets under management. K1 partners with strong management teams of high-growth technology businesses to help them achieve successful outcomes. With over 125 professionals, K1 and its operating affiliate, K1 Operations LLC, change industry landscapes with operationally focused growth strategies designed to rapidly scale portfolio companies. Since the inception of the firm, K1 has partnered with over 200 enterprise software companies including industry leaders such as Axcient, Checkmarx, Emburse, Elmo, Granicus, Litera Microsystems, Onit, Reveal-Brainspace, simPRO, Smarsh, and XTM International.

Responsibility statement

The K1 Responsible Persons (being the investment committee of K1) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the K1 Responsible Persons (who have taken all reasonable care to ensure that such is the case) the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Important notice relating to financial adviser

Lazard Frères & Co. LLC, together with its affiliate Lazard & Co., Limited (which is authorised and regulated in the United Kingdom by the Financial Conduct Authority) (“Lazard”), is acting exclusively as financial adviser to K1 and no one else in connection with the Possible Offer and will not be responsible to anyone other than K1 for providing the protections afforded to clients of Lazard nor for providing advice in relation to the Possible Offer or any other matters referred to in this announcement. Neither Lazard nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Further Information; No Offer or Solicitation

This announcement does not constitute an offer to sell or invitation to purchase any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Possible Offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this announcement is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and observe such restrictions.

Disclosure Requirements under the Irish Takeover Rules

Under Rule 8.3(a) of the Irish Takeover Rules, any person who is ‘interested’ in 1% or more of any class of ‘relevant securities’ of MariaDB or a securities exchange offeror (being any offeror other than an offeror which has announced that its offer is, or is likely to be, solely in cash) must make an ‘opening position disclosure’ following the commencement of the ‘offer period’ and, if later, following the announcement in which any securities exchange offeror is first identified. An ‘opening position disclosure’ must contain, among other things, details of the person’s ‘interests’ and ‘short positions’ in any ‘relevant securities’ of each of (i) MariaDB and (ii) any securities exchange offeror(s). An ‘opening position disclosure’ by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (Irish time) on the day that is ten ‘business days’ following the commencement of the ‘offer period’ and, if appropriate, by no later than 3:30 pm (Irish time) on the day that is ten ‘business days’ following the announcement in which any securities exchange offeror is first identified.

Under Rule 8.3(b) of the Irish Takeover Rules, if any person is, or becomes, ‘interested’ (directly or indirectly) in 1% or more of any class of ‘relevant securities’ of MariaDB, all ‘dealings’ in any ‘relevant securities’ of MariaDB or any securities exchange offeror (including by means of an option in respect of, or a derivative referenced to, any such ‘relevant securities’) must be publicly disclosed by not later than 3:30 pm (Irish time) on the ‘business day’ following the date of the relevant transaction. This requirement will continue until the ‘offer period’ ends. If two or more persons cooperate on the basis of any agreement either express or tacit, either oral or written, to acquire an ‘interest’ in ‘relevant securities’ of MariaDB, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules. A disclosure table, giving details of the companies in whose ‘relevant securities’ ‘dealings’ should be disclosed can be found on the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie.

If two or more persons co-operate on the basis of an agreement or understanding, whether express or tacit, either oral or written, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1 and 8.2 of the Irish Takeover Rules).

In general, interests in securities arise when a person has long economic exposure, whether conditional or absolute, to changes in the price of the securities. In particular, a person will be treated as having an ‘interest’ by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel’s website.

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.irishtakeoverpanel.ie, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether or not you are required to disclose a ’dealing’ under Rule 8, please consult the Irish Takeover Panel’s website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel at telephone number +353 1 678 9020.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on K1’s website: https://k1.com/meridian promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.

GlobeNewswire Distribution ID 9038911

February 17, 2024

Twenty COVID-19 confirmed cases reported at Rehoboth

WINDHOEK: The Ministry of Health and Social Services, has announced 20 confirmed cases of COVID-19 at Rehoboth in the Hardap Region, with the majority of the cases stemming from Dr. Lemmer High School and one from St. Joseph’s Primary School.

In an interview with Nampa on Friday, Acting Director for Health in the region, Benville Platt, said as a result of the confirmed cases, which mark an unusual spike, preventative measures have been implemented to slow the spread of the virus.

Platt stated that the cases are primarily centred at Dr. Lemmer High School, with 20 confirmed cases since 08 February, 11 of which have recovered and nine of which remain active.

‘Continuous promotion and implementation of COVID-19 safety measures is critical in schools. Contact tracing and active case search are used to discover both symptomatic and asymptomatic cases. Remaining vigilant, working together and adhering to public health recommendations are critical in limiting the spread of COVID-19 within the school community,’
he stated.

He stated that collaboration among health officials, schools and parents is critical for efficient monitoring and control of the problem.

‘My office has recommended that the inter-school sports activities planned for Rehoboth for the week of 19 to 23 February be postponed, and that COVID-19 protocols be enforced in accordance with circular No.50 of 2022,’ he stated, calling for the support and understanding of all stakeholders.

Source: The Namibia Press Agency

February 17, 2024

PM Abiy Confers With President of AfDBKunene remembers ‘iconic’ Geingob

Addis Ababa: Prime Minister Abiy Ahmed discussed with President of African Development Bank Group (AfDB), Akinwumi Adesina, according to Office of the Prime Minister.

As the 37th Ordinary Session of the Assembly of the Union commences, Prime Minister Abiy met with African Development Bank Group President Akinwumi Adesina for a quick catch up and discussion on the Bank’s continued work in Ethiopia.

Source: Ethiopian News Agency

OPUWO: The late President Hage Geingob left behind a legacy of unity and economic reform, which will live on among all Namibians.

These were some of the sentiments expressed by those who attended the late president’s memorial ceremony at Opuwo in the Kunene Region on Friday.

Kunene Governor, Marius Sheya, who was one of the governors appointed by Geingob before his second term following the death of former Kunene Governor Angelika Muharukua, was also among those who shared their greatest recollections of Geingob.

‘I had an opportunity in my life, to lead one of the most difficult the toughest regions in the country of Namibia, not the people but the region. The most diverse region, a region where you will find all the bricks of Namibia as the late president will put it, but you put them together, its a unit, one that is united,’ he added.

Sheya described the late president as not just his president, but also a father figure who promoted unification, detested tribalism and believed in and valued all tribes
as equals regardless of political allegiance and religious beliefs.

Opuwo Mayor, Rosa Mbinge-Tjeundo, praised the late president as a peacemaker and the driving force behind the Harambee Prosperity Plan, which sought Namibians to come together in unity and ensure that no Namibian felt excluded.

Mbinge-Tjeundo noted that while Geingob’s departure would be felt deeply, his goal of an inclusive and harmonious Namibia will live on and that such a legacy should be remembered since it epitomized the spirit of Harambee.

Dr Samuel !Oe-Amseb, President of the Association for Local Authority in Namibia (ALAN), urged the nation to build on the late president’s legacy to provide excellent service to all residents, regardless of the challenges that the country faces.

Tuakoveni Kenaumue, chairperson of the Kunene Youth Forum, paid tribute on behalf of Kunene youth, stating that the late president believed in youth empowerment and mentorship and that he, too, planned for succession by engaging and involving young people
in key leadership roles in government.

Source: The Namibia Press Agency

February 17, 2024

Brazilian President Calls for Enhanced Cooperation Between Africa, BrazilGeingob broke barriers with inclusivity: Manombe-Ncube

Addis Ababa: The Brazilian President, Luiz Inacio Lula da Silva, has today urged African leaders to strengthen cooperation between Africa and Brazil across various sectors to achieve mutual progress and address global challenges.

Speaking at the opening of African Union Summit in Addis Ababa today, Luiz Inacio Lula da Silva said ”over 200 million Brazilians recognize themselves as Afro-descent.”

The President emphasized the need for Africans and Brazilians to forge their own path in the emerging international order and create a new global governance system to tackle contemporary challenges.

We, Africans and Brazilians, need to design our own path in the international order that is now emerging. We need to create a new global governance capable of confronting the challenges of our time.”

The President highlighted that the era of minimum state intervention is no longer effective, stressing the importance of agricultural and industrial development in public policies worldwide.

He also emphasized the sign
ificance of the digital and energy transitions, which require government incentives and guidance.

Lula acknowledged the undeniable progress of the BRICS alliance in networking emerging countries and emphasized the crucial role of developing countries in addressing global crises, particularly those that disproportionately affect the poorest and migrants.

Furthermore, the President rejected the notion that the solution to global challenges lies with extreme right-wing ideologies and emphasized the need for inclusive social projects that ensure prosperity, freedom, democracy, and sovereignty for all.

The President expressed the need for a strengthened United Nations, including a Security Council with greater representation from African and Latin American countries.

The President acknowledged Africa’s immense potential, pledging Brazil’s commitment to grow alongside the continent. He highlighted Brazil’s efforts to restore political and economic sovereignty, promote participatory democracy, combat hunger and
poverty, and provide inclusive education.

The President also expressed willingness to collaborate with Africa in areas such as food production, renewable energy, healthcare, and environmental protection, particularly in safeguarding the Amazon and Congo tropical forests.

To advance these initiatives, the President proposed the establishment of an advanced cooperation post with the African Union.

Source: Ethiopian News Agency

WINDHOEK: The late President Hage Geingob broke barriers and made it possible for a girl on crutches to present him on issues of disability, Deputy Minister of Disability Affairs, Alexia Manombe-Ncube, has said.

Paying tribute to Geingob during a candlelight vigil here on Friday, Manombe-Ncube said Geingob’s belief in inclusivity in the Namibian House led to her appointment in 2015.

‘The girl on crutches had many dreams but never dreamed of becoming a national leader, but Dr Hage Geingob made it possible. It was important to Dr Geingob that persons with disabilities and marginalised communities have access to him and therefore placed us in the Presidency,’ she said.

Manombe-Ncube narrated that it was her desire to join the liberation struggle, however, was stopped by her parents due to her disability, noting that she then joined civil society groups, which allowed her to contribute to the struggle.

She noted that while serving as Namibia’s first Prime Minister, Geingob championed the establishment of a di
sability unit in his ministry, with the desire to ensure that affairs of persons with disabilities are attended to.

‘This is a clear indication of the president’s heart for vulnerable people and his desire to ensure they are included in all spheres of Namibian society,’ she said. Manombe-Ncube further noted that under Geingob’s leadership, grants for persons with disabilities increased from N.dollars 250 to N.dollars 1400, noting that the Harambee Prosperity Plan l and ll equally speak of Geingob’s heartfelt desires of bringing everyone on board to prosper, advance and live a better life.

‘If you wonder how you can honour the late president, let us embrace the principle of inclusivity as our late leader did. It is only when everybody takes responsibility that Namibia will truly become an inclusive country,’ she said.

Geingob died at the age of 82 in a Windhoek hospital. His memorial service is scheduled for 24 February, to be followed by his burial on 25 February 2024 at Heroes’ Acre Cemetery on the outski
rts of Windhoek.

Source: The Namibia Press Agency

February 17, 2024

Over 400 people volunteer to cultivate OTA crop field

OMUTSEGWONDJABA: The Ondonga Traditional Authority (OTA)’s spokesperson, Enkali Frans, has expressed delight over an increase in the volunteers for cultivating on the OTA’s crop field.

This year, OTA received 420 volunteers compared to 320 they received in 2023.

Frans said this in an interview with Nampa on Saturday after he was informed that 420 people came to cultivate at the OTA community’s field in Omutsegwondjaba village in Omuthiya Constituency of the Oshikoto region.

He said that the authority wishes to be self-reliant and promote food security in the country.

‘As we have experienced over the years, we want to produce enough food to sort out hunger in the country. We strongly want to produce our food and restore food security in the country,’ said Frans.

He further said they want to harvest enough tons of maize on the 33.3 hectares crop field, so that they can help society tomorrow when food is in short supply. Frans also urged the community to work in their fields so they can produce enough food
for themselves and reduce themselves from depending too much on the drought relief food.

‘We should not be victims of the drought [and depend on the] Drought Relief Food Programme. Let us work for ourselves and prove that we can feed ourselves,’ he added.

OTA crop field manager, Jerry Kambala, expressed excitement over the huge number of people who came to help in the field. Kambala said that it is the first time they are receiving a huge number of people cultivating after the field was established in 2021.

‘We are very happy that the people came voluntarily, which shows us that they still respect our culture,’ said Kambala.

Source: The Namibia Press Agency

February 17, 2024

PM Abiy Confers With President of AfDB

Addis Ababa: Prime Minister Abiy Ahmed discussed with President of African Development Bank Group (AfDB), Akinwumi Adesina, according to Office of the Prime Minister.

Source: Ethiopian News Agency

February 17, 2024

African Leaders to Deliberate on Financial Sovereignty, Continent’s Representation on Int’l Stages

Addis Ababa: African leaders during their Summit in Addis Ababa are expected to discuss on ways to liberate the continent from external financial dependency by taping their own potential to accelerate development with a view to averting economic and social challenges in the region.

The 37th Ordinary Session of the Assembly of the Heads of State and Government of the African Union will begin this morning in the Ethiopian capital, Addis Ababa.

During their two days of discussion, the leaders will talk about ways to break the continent’s financial dependence on outside sources by using their own capacity to speed growth in order to prevent social and economic problems in Africa.

In this regard, they will deliberate on the implementation of African Continental Free Trade Area Agreement and future activities.

The member state will also be urged at the summit to facilitate conducive trade environment in their respective nations to expedite the implementation of the agreement which is believed to lift millions A
fricans from poverty and increase the continent’s revenue.

The leaders are also anticipated to exchange views on ways to enable the African continent acquire its proper representation at the global stages particularly in the United Nations Security Council.

The Second Ten-Year Implementation Plan of the AU’s Agenda 2063: ‘The Africa we want’ will also be the highlight of the 37th AU summit.

Agenda 2063 serves as a fifty-year blueprint for Africa’s socio-economic development and integration, adopted by the AU member states after extensive consultations across the continent.

Peace and security is also to on the African Union 37th Summit as it has been one of the challenges affecting the continent’s development.

Several events are being underway on the sidelines of the 37th AU summit focusing on the development of the continent. In this regard, Ethiopia has initiated two big conferences that focus on the role of artificial intelligence to African growth and food sovereignty issues in the continent.

Source
: Ethiopian News Agency