MariaDB announces partnership with Angel Pond Holdings Corporation
MariaDB Corporation Ab (“MariaDB”), one of the fastest growing and most popular open source database software companies in the world, announced today its intention to become a publicly listed company on the New York Stock Exchange (NYSE) in partnership with NYSE-listed Angel Pond Holdings Corporation (“Angel Pond”) (POND). This transaction implies a pro forma MariaDB enterprise value of approximately $672 million. Angel Pond was co-founded by Theodore T. Wang, a former partner at Goldman Sachs, and Shihuang “Simon” Xie, a co-founder of Alibaba. The transaction provides the shareholders of Angel Pond with the opportunity to participate in the growth of a premier database software company at the nexus of open source software and cloud. Upon closing of the transaction, the combined company will be named MariaDB plc and led by MariaDB’s CEO Michael Howard.
MariaDB investment highlights:
- A leading relational database brand
- Thriving open source community drives viral adoption
- Attractive industry tailwinds with expected 27% CAGR of cloud database-as-a-service (DBaaS) to $33B by 2025
- Open source business model provides broad monetization platform via proprietary enterprise features and cloud DBaaS (hybrid and multicloud)
- Diversified blue-chip global customer base with sustainable organic expansion opportunities
Michael Howard, CEO of MariaDB, said, “MariaDB is the data backbone of services used by millions of people every day. Our mission is to build the database for all, providing a perfect balance of simplicity and raw power, including unified transactional and analytical processing for everyday applications. Whether customers move to open source or into the cloud, with MariaDB they are saving up to 90% of their total cost for databases. I am excited that a public investor base and enhanced capital access will allow us to accelerate the go-to-market for our technology that has already been battle-tested and proven its market fit.”
Theodore T. Wang, Ph.D., Chairman and CEO of Angel Pond, added, “Angel Pond is truly excited to be partnering with MariaDB to fast track its growth through one of the world’s premier listing platforms for brand awareness, enhanced capital access, and institutionalized governance. MariaDB is trusted by some of the largest blue-chip customers in the world to run their mission-critical applications. With a stronger balance sheet and proven technology, MariaDB is well positioned to capitalize on explosive growth in data worldwide and on the migration to the cloud.”
Transaction overview
The transaction reflects an implied enterprise value of the combined company of approximately $672 million, representing 14.2x expected fiscal 2022 (ending September 2022) revenue of $47.4 million. A $104 million private placement of Series D Preferred shares of MariaDB has been closed concurrently with this announcement, with $43 million commitment from existing investors and $27 million from an affiliate of Angel Pond’s sponsor, which the parties believe shows the commitment and conviction of Angel Pond’s sponsor in the transaction. The Series D Preferred shares will ultimately convert into the right to receive ordinary shares of the combined company. The transaction is expected to provide up to $317 million of net cash proceeds (inclusive of transaction fees and debt repayment), comprised of Angel Pond’s $265 million of cash held in trust, assuming no Angel Pond shareholder redemptions, the $104 million Series D Preferred financing, and a $18 million fully committed PIPE.
In the transaction, Angel Pond will become a wholly owned subsidiary of Mangomill plc, an Irish public limited company (which will be renamed MariaDB plc), through a domestication merger with a wholly owned subsidiary of MariaDB plc. Immediately following such domestication merger, the current MariaDB will merge with and into MariaDB plc. Angel Pond will then be liquidated. As a result of the transaction, each ordinary share of Angel Pond will be converted into the right to receive one newly issued ordinary share of MariaDB plc, warrants of Angel Pond will be exercisable for ordinary shares of MariaDB plc, and the shares of MariaDB will be converted into the right to receive newly issued shares of MariaDB plc. Options of MariaDB will be converted into options to acquire ordinary shares of MariaDB plc. Post-transaction, the name of the combined company will be MariaDB plc and its ordinary shares will be listed on the NYSE.
The respective Boards of Directors of MariaDB and Angel Pond have unanimously approved the transaction. The transaction will require the approval of the shareholders of both MariaDB and Angel Pond, and is subject to other customary closing conditions, including a registration statement on Form S-4 being declared effective by the U.S. Securities and Exchange Commission (the “SEC”) and approval by the New York Stock Exchange to list the ordinary shares of MariaDB plc. The transaction is expected to close in the second half of FY2022.
Additional information about the proposed transaction, including a copy of the business combination agreement and an investor presentation, will be provided in a Current Report on Form 8-K to be filed by Angel Pond with the SEC and will be available at www.sec.gov. Additional information about the proposed transaction will be described in the registration statement on Form S-4 relating to the transaction, which will include a proxy statement/prospectus, and other documents regarding the proposed transaction, each to be filed with the SEC.
