Announcement for the Purposes of Rule 2.12 of the Irish Takeover Rules

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.

BURLINGTON, Mass., March 27, 2024 (GLOBE NEWSWIRE) -- Further to the announcement made by Progress Software Corp. (“Progress”) under Rule 2.4 of the Irish Takeover Rules on March 26, 2024, Progress confirms for the purposes of Rule 2.12 of the Irish Takeover Rules that any offer by Progress for MariaDB plc (“MariaDB”) is, or is likely to be, solely in cash.

Accordingly, there are no disclosure requirements under Rule 8.1, Rule 8.2 and Rule 8.3 of the Irish Takeover Rules in relation to relevant securities of Progress.

There can be no certainty that an offer will be made, or as to the terms on which any offer might be made.

A further announcement will be made as appropriate.

About Progress

Progress (Nasdaq: PRGS) provides software that enables organizations to develop and deploy their mission-critical applications and experiences, as well as effectively manage their data platforms, cloud and IT infrastructure. As an experienced, trusted provider, we make the lives of technology professionals easier. Over 4 million developers and technologists at hundreds of thousands of enterprises depend on Progress. Learn more at www.progress.com.

Responsibility statement

The Progress Responsible Persons (being the Progress Chief Executive Officer, Chief Financial Officer and Chief Legal Officer) accept responsibility for the information contained in this announcement. To the best of the knowledge and belief of the Progress 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 advisor

Europa Partners Limited (“Europa”), which is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the Financial Conduct Authority (“FCA”) and the PRA in the United Kingdom, is acting exclusively for Progress and for no one else in connection with the Possible Offer and will not be responsible to anyone other than Progress for providing the protections afforded to its clients or for providing advice in connection with the Possible Offer. Neither Europa, 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 Europa in connection with the Possible Offer, this announcement, any statement contained herein or otherwise.

General

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any restricted jurisdiction. Persons receiving this announcement (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, Progress disclaim any responsibility or liability for the violations of any such restrictions by any person.

This announcement is not intended to, and does not, constitute or form part of (i) an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; (ii) the solicitation of an offer or invitation to purchase or otherwise acquire, subscribe for, tender, exchange, sell or otherwise dispose of any securities; or (iii) the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

Publication on Website

In accordance with Rule 26.1 of the Irish Takeover Rules, a copy of this announcement will be available on Progress’ website: www.progress.com promptly and in any event by no later than 12:00 p.m. (New York time) on the business day following this announcement. The content of this website is not incorporated into and does not form part of this announcement.