On March 7, 2024, KPMG presented its valuation analysis of the Company (the “Valuation”) to the Committee and Mr. Godfrey presented to the Committee IBI Corporate Finance’s analysis comparing the implications on the Company’s shareholders of the K1 Proposal, the Potential RP Transaction, and a Chapter 11 Process (the “IBI Corporate Finance Analysis”). The Valuation indicated that the Company likely had equity value notwithstanding amounts payable under the RPV Note. The IBI Corporate Finance Analysis stated that the Potential RP Transaction was inferior to both the K1 Proposal and potential U.S. Chapter 11 Process.
On March 12, 2024, the MariaDB Board held a meeting and dissolved the Committee. The MariaDB Board also elected to not renew the terms of Mr. O’Brien’s Employment Agreement, dated as of May 26, 2023, and Mr. O’Brien’s employment as Chief Executive Officer of the Company was expected to terminate as of May 26, 2024. On March 13, 2024, upon receipt by Mr. O’Brien of a request in writing signed by each of Messrs. Ingels, Fanfant, and Zubarev, the other directors on the MariaDB Board, for him to resign as a director of the Company, Mr. O’Brien’s office as a director of the Company was vacated with immediate effect.
At its March 12, 2024 meeting, the MariaDB Board further resolved to appoint Chris Creger, a Senior Managing Director of FTI Consulting, Inc. (“FTI”) to serve as its Chief Restructuring Officer to primarily assist with an evaluation of the Company’s cash flows, advise on liquidity opportunities and assess operating business and profitability plans. Mr. Creger was formally engaged pursuant to an engagement letter, effective March 18, 2024, between the Company and FTI.
On March 21, 2024, Runa, Michael (Monty) Widenius, Smartfin, Bart Luyten, Jürgen Ingels, Open Ocean, Patrik Backman, and Ralf Wahlsten filed a Schedule 13-D/A announcing that they had formed a group to collectively express their opposition to the K1 Proposal and that on March 19, 2024, Runa, Open Ocean, and Smartfin delivered a letter to the Company in which they stated their opposition to the K1 Proposal because they did not believe the K1 Proposal was in the best interests of the Company or its shareholders.
On March 24, 2024, at the request of representatives of K1, representatives of Lazard held a call with representatives of RPV where such representatives indicated that RPV would be amenable to selling the RPV Note at a premium to K1. K1’s outreach resulted from a failure of the conversations referred to above during the month of February on a potential financing solution for the Company with RPV and, consequently, the RPV Note, the terms of which were likely incompatible with a successful offer from K1.
On March 25, 2024, K1 submitted a proposal to RPV offering to purchase the RPV Note for cash consideration of $50 million, together with $2 million for RPV’s accrued expenses to such point. Following feedback from representatives of RPV that same day, on March 26, 2024, K1 made a revised proposal, offering to purchase the RPV Note for aggregate total consideration (including accrued expenses of RPV) of $65 million. This proposal was delivered to RPV as a non-binding term sheet containing additional provisions, including a release, resignation of the directors appointed by RPV and certain other matters.
On March 26, 2024, Progress publicly announced, pursuant to Rule 2.4 of the Irish Takeover Rules, that it was considering a possible offer for all the issued, and to be issued, share capital of the Company at a value of $0.60 per share (the “Progress Proposal”).
On March 28, 2024, RPV returned to K1 a markup of the term sheet, increasing the proposed consideration for the RPV Note to $67.1 million, among other changes to the term sheet.
On March 29, 2024, at the formal request of the MariaDB Board, the Irish Takeover Panel consented, pursuant to Rule 2.6(c) of the Irish Takeover Rules, to an extension until 5.00 p.m. (New York time) on April 12, 2024 of the K1 PUSU Period. A further extension, at the request of the MariaDB Board, was granted by the Irish Takeover Panel on April 12, 2024, which extended the K1 PUSU Period until 5:00 p.m., New York City time, on April 22, 2024, and a further extension to 5:00 p.m., New York City time, on April 24, 2024, was granted on April 22, 2024. K1 had requested that the MariaDB Board ask the Irish Takeover Panel for each of these extensions, in order to provide K1 additional time to continue to negotiate the terms of the K1 Proposal.
On April 1, 2024, Mr. Ingels held a call with Mr. Gupta to discuss the background of Progress and the Progress Proposal.
On April 1, 2024, Runa, Michael (Monty) Widenius, Smartfin, Bart Luyten, Jürgen Ingels, Open Ocean, Patrik Backman and Ralf Wahlsten filed a Schedule 13-D/A announcing that on March 27, 2024, they delivered a letter to the Company in which they stated their opposition to the K1 Proposal and the Progress Proposal.