MariaDB is the subject of another potential takeover bid, as the company behind the eponymous open source relational database management system (RDBMS) confirmed it had received a provisional offer from California-based K1 Investment Management.
K1 quietly revealed on Friday that it had tabled what is known as an “unsolicited non-binding indicative proposal” for MariaDB, which — as its name suggests — is a non-binding exploratory offer that may change depending on how negotiations progress in the coming weeks. This proposal includes buying all MariaDB stock at a price of $0.55 per share, which would amount roughly to $37 million based on the company’s February 5 closing valuation, though it has yet to determine what form this offer will take.
The news comes amid major changes and upheaval at the company, which has seen a new CEO enter the fray and a sizable downsizing endeavor as it offloaded both its database-as-a-service and geospatial businesses.
Forked off
MariaDB emerged as a fork of MySQL 15 years ago, after MySQL’s project creators became concerned about its independence in the wake of a series of billion-dollar acquisitions that led Oracle to effectively own MySQL in 2009. MariaDB was considered a “drop-in” replacement for those seeking a fully open source MySQL alternative and has been used by big-name companies for storing and manipulating data across their applications.
The commercial entity behind MariaDB raised roughly $230 million in venture funding through the years to develop premium features and services on top of the core project, eventually going public in December 2022 via a special purpose acquisition company (SPAC). As with just about most SPAC-based IPOs, MariaDB’s flotation has been far from a resounding success, falling from an opening day market cap of $445 million in late 2022 (which itself was down considerably on its previous private enterprise value of $672 million at its Series D round) into a perennial nosedive that has seen it hover at just over the $10 million mark since the turn of the year.
At the heart of all this has been a string of subpar earning reports, with the New York Stock Exchange (NYSE) warning MariaDB in September that it wasn’t in compliance with listing rules that stipulate a company’s average global market capitalization can’t fall below $50 million over a consecutive 30-day trading period.
In the months that followed, MariaDB received its first “unsolicited non-binding indicative proposal,” this time from existing investor Runa Capital, which tentatively offered $0.56 per share in cash. Three weeks later, Runa stated that it wouldn’t be acquiring MariaDB after all, but instead an associate company called RP Ventures would be providing a $26.5 million loan.
Fast-forward to early February this year, and MariaDB announced a temporary forbearance agreement with its creditors, meaning that they would refrain from exercising any remedies as set out in the loan agreement while an alternative financing solution was sought. This news led MariaDB’s stock to more than double in a couple of days, which is why K1 is making its bid relative to MariaDB’s closing price before any forbearance agreement was announced.
Indeed, K1 says it’s offering a 189% premium on MariaDB’s February 5 closing price, which was $0.19 and equated to a market cap of around $12.9 million. There is no guarantee that K1 will place a formal bid for MariaDB, but unlike Runa Capital, which is more of a traditional VC, K1 has a track record of later-stage investments over its 12-year history that positions it closer to the private equity realm. And perhaps more importantly, it already has a handful of acquisitions to its name, including the $319 million purchase of Australia’s ELMO Software in 2022, which it also took private in the acquisition process.
So in many ways, K1 is perhaps better suited to take over MariaDB than Runa was, even if it ultimately decides against it.
K1 has until March 29, 2024, either to formalize its offer or to ditch the plans altogether, as per Irish Takeover Rules, which MariaDB is subject to owing to the location of one of its headquarters (it has one in Dublin, Ireland, and another in Redwood City, California).
It’s also worth noting that in light of the woes over at the commercial MariaDB organization, the related MariaDB Foundation, responsible for governance around the open source MariaDB project, recently inked a major sponsorship deal with Amazon Web Services (AWS), which should go some way toward ensuring the lights stay on at the community-driven MariaDB incarnation.
