Irish Takeover Panel

Rule 17(d) Announcement – Horizon Therapeutics plc

Retrieved on: 
Thursday, October 5, 2023

The directors of Horizon accept responsibility for the information contained in this announcement.

Key Points: 
  • The directors of Horizon accept responsibility for the information contained in this announcement.
  • This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
  • Horizon assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
  • Neither the contents of Horizon's website nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.

Runa Capital II (GP) (“Runa”) Statement by Runa regarding corporate governance concerns at MariaDB plc and shareholder engagement

Retrieved on: 
Thursday, September 28, 2023

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.

Key Points: 
  • 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”).
  • Recently, Runa became aware that the Company intended to engage in a highly dilutive equity transaction to fund its capital needs.
  • As a result, Runa is considering what further steps it may take to effect strategic change at MariaDB.
  • Runa invites discussion with MariaDB shareholders who share its concerns and are prepared to join it in requisitioning an EGM.

Runa Capital II (GP) (“Runa”) Further statement re possible offer for MariaDB plc (“MariaDB” or the “Company”) Increased proposal to provide up to US$20 million in bridge financing

Retrieved on: 
Wednesday, September 27, 2023

Dublin, Ireland, Sept. 26, 2023 (GLOBE NEWSWIRE) --  On 15 September 2023, Runa announced that it made an all cash proposal to the directors of MariaDB (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”). In that announcement, Runa noted the impending default of the Company under its senior debt and indicated that it was prepared, as an interim measure, to extend to the Company a US$5 million bridge loan on terms to be agreed between the parties.

Key Points: 
  • The Commitment Letter and its terms will expire if not fully executed by the Company on or prior to 29 September 2023.
  • In addition, the Company will pay Runa an origination fee of 0.5% of the loan amount.
  • This announcement does not constitute an offer to sell or invitation to purchase any securities.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

Announcement Regarding Possible Offer

Retrieved on: 
Monday, September 18, 2023

The Board of MariaDB is reviewing and taking advice regarding the Possible Offer.

Key Points: 
  • The Board of MariaDB is reviewing and taking advice regarding the Possible Offer.
  • The Possible Offer may or may not lead to an offer being made for the entire share capital of the Company.
  • There can be no certainty that any offer will be made.
  • A further announcement will be made if and when appropriate.

Runa Capital II (GP) (“Runa”) Statement regarding possible offer for MariaDB plc (“MariaDB” or “the Company”)

Retrieved on: 
Friday, September 15, 2023

Dublin, Ireland, Sept. 15, 2023 (GLOBE NEWSWIRE) -- Runa announces that it made, on 14 September 2023, an all cash proposal to the Board of MariaDB (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").

Key Points: 
  • This announcement does not constitute an offer to sell or invitation to purchase any securities.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.
  • (1)   See the Company’s report on Form 10-Q for the quarterly period ended June 30, 2023, including at pages 9 and 44.
  • (2)   See the Company’s report on Form 10-Q for the quarterly period ended June 30, 2023, including at pages 13, 54 and 55.

Horizon Therapeutics Announces Date of Irish Court Hearing to Sanction Scheme of Arrangement

Retrieved on: 
Tuesday, September 5, 2023

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Key Points: 
  • This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
  • The forward-looking statements set out in this announcement are made only as of the date hereof.
  • Horizon assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

Horizon Therapeutics Announces Date of Irish Court Hearing to Sanction Scheme of Arrangement

Retrieved on: 
Monday, April 17, 2023

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Key Points: 
  • This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
  • The forward-looking statements set out in this announcement are made only as of the date hereof.
  • Horizon assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
  • Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Irish Takeover Panel's website.

Horizon Therapeutics plc Announces Voting Results from Special Shareholder Meetings

Retrieved on: 
Friday, February 24, 2023

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Key Points: 
  • This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
  • Horizon assumes no obligation and does not intend to update these forward-looking statements, except as required by law.
  • on the business day following the date of the transaction (see Rules 8.1, 8.2 and 8.4 of the Irish Takeover Rules).
  • Neither the contents of Horizon's website nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.

Rule 15 (c) Announcement – Horizon Therapeutics plc

Retrieved on: 
Friday, January 27, 2023

Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the announcement issued by Amgen and Horizon on December 12, 2022, pursuant to Rule 2.7 of the Irish Takeover Rules.

Key Points: 
  • Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the announcement issued by Amgen and Horizon on December 12, 2022, pursuant to Rule 2.7 of the Irish Takeover Rules.
  • The directors of Amgen and Acquirer Sub accept responsibility for the information contained in this announcement other than that relating to Horizon, the Horizon group, directors of Horizon and members of their immediate families, related trusts and persons connected with them.
  • The directors of Horizon accept responsibility for the information contained in this announcement relating to Horizon, the Horizon group, directors of Horizon and members of their immediate families, related trusts and persons connected with them.
  • Horizon shareholders and investors may also obtain, without charge, a copy of the Proxy Statement (including the Scheme Document) and other relevant documents (when available) by directing a written request to Horizon Therapeutics plc, Attn: Investor Relations, 70 St. Stephen’s Green, Dublin 2, D02 E2X4, Ireland.

Rule 17 (b) Announcement – Horizon Therapeutics plc

Retrieved on: 
Monday, January 23, 2023

Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the announcement issued by Horizon and Amgen on December 12, 2022 pursuant to Rule 2.7 of the Irish Takeover Rules.

Key Points: 
  • Certain capitalised words used in this announcement and not herein defined have the meanings given to such words in the announcement issued by Horizon and Amgen on December 12, 2022 pursuant to Rule 2.7 of the Irish Takeover Rules.
  • The directors of Horizon accept responsibility for the information contained in this announcement.
  • on the business day following this announcement and throughout the course of the Proposed Transaction.
  • Neither the contents of the Horizon website nor the contents of any other website accessible from hyperlinks are incorporated into, or form part of, this announcement.