Progress Software Corporation (NasdaqGS:PRGS) made an unsolicited non-binding indicative proposal to acquire MariaDB plc (NYSE:MRDB) for $42.8 million on March 26, 2024. Under the terms of the offer, Progress Software will acquire all the issued and to be issued share capital of MariaDB plc at a value of $0.60 per share. As part of the offer, Progress Software will also acquire all the debt of MariaDB plc. The offer will be made solely in cash. The possible offer values MariaDB?s entire issued ordinary share capital at approximately $40.6 million. Progress intends for the possible offer to be funded by its existing cash reserves. 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 on October 10, 2023 (the ?RP Note?), with RP Ventures being entitled to receive $40 million in total with respect to the RP Note. 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. The possible offer implies an enterprise value of approximately $100.6 million.

The making of the possible offer is subject to the satisfaction or waiver of the following preconditions including MariaDB continuing to trade as a going concern and being funded for the period prior to the completion of the offer, the completion of due diligence in a form satisfactory to Progress; any offer made by Progress receiving the recommendation of the MariaDB Board; and the receipt of irrevocable undertakings from shareholders in a form and amount acceptable to Progress. In accordance with Rule 2.6(a) of the Irish Takeover Rules, Progress Software must, by no later than 5.00 p.m. (New York time) on May 7, 2024, either announce a firm intention to make an offer for MariaDB in accordance with Rule 2.7 of the Irish TakeoverRules or announce that it does not intend to make an offer. This deadline can be extended with the consent of the Irish Takeover Panel in accordance with Rule 2.6(c) of the Irish Takeover Rules. Jan Skarbek and Dominic King of Europa Partners Limited acted as financial advisors and DLA Piper acted as legal advisor to Progress Software.