BTH
Bigtincan Holdings Limited
ASX
Investor Presentation
Sentiment:
Merger Proposal
20 October 2024 6:32 PM
Bigtincan Holdings Ltd. (BTH) proposes a business combination with Investcorp AI Acquisition Corp. (IVCA), resulting in a Nasdaq listing and an implied US$275 million pre-money equity valuation for BTH.
Capital raise
Bigtincan Limited intends to raise up to US$25 million from institutional investors in a PIPE transaction.
Bigtincan Limited intends to raise up to US$25 million in debt financing.
Summary
- Bigtincan Holdings Ltd. (BTH), an Australian sales enablement software company, is merging with Investcorp AI Acquisition Corp. (IVCA), a Nasdaq-listed special purpose acquisition company (SPAC).
- The deal values BTH at approximately US$275 million pre-money, or A$0.482 per share based on an assumed exchange rate.
- BTH shareholders will receive one share in the new Bigtincan Limited (Cayman Islands company) for every 30.97 BTH shares held.
- A cash election option of approximately A$0.2413 per BTH share is being considered for smaller shareholders.
- Investcorp, IVCA's sponsor, will invest US$12.5 million at US$10 per share in Bigtincan Limited.
- Bigtincan Limited aims to raise up to an additional US$25 million from PIPE investors and up to US$25 million in debt financing.
- The transaction is subject to shareholder approval, regulatory approvals, and other conditions.
- The BTH board unanimously recommends the transaction, pending an independent expert's positive opinion and the absence of a superior offer.
- The transaction is expected to be completed in late February 2025.
Sentiment
Score: 6
Explanation: The document presents a positive outlook for the transaction, but also acknowledges significant risks and potential downsides for shareholders. The overall sentiment is cautiously optimistic.
Positives
- Nasdaq listing provides access to a deeper pool of capital for growth.
- Implied US$275 million pre-money equity valuation represents a significant value for BTH shareholders.
- Potential for increased liquidity and trading volume on Nasdaq.
- Access to US capital markets and investor relations expertise.
- Investcorp's strong track record and financial backing.
- Positive FY24 financial results for BTH, including revenue, EBITDA, and operating cash flow.
- High gross customer retention rate of 87%.
Negatives
- Shareholder dilution due to the transaction.
- Uncertainty regarding the trading price of Bigtincan Limited shares post-transaction.
- Significant transaction costs.
- Potential for further dilution through future capital raisings.
- Potential tax implications for BTH shareholders.
- Potential difficulties in trading Bigtincan Limited shares compared to BTH shares.
- Higher compliance costs due to different corporate laws in Cayman Islands and the US.
Risks
- Shareholder dilution from the transaction and potential future capital raises.
- Uncertainty about the post-transaction share price; it may trade below US$10 per share.
- Significant transaction costs that may strain BTH's existing cash reserves.
- Potential payment of a US$2.75 million break fee if the transaction fails.
- Transaction conditions may prevent the deal from closing.
- Potential tax implications and difficulties trading shares on Nasdaq for BTH shareholders.
- Higher compliance costs due to different corporate laws in Cayman Islands and the US.
Future Outlook
The transaction is expected to accelerate Bigtincan's growth through access to US capital markets, enabling further investment in GenieAI, M&A activities, and expansion into new markets.
Management Comments
- The BTH board unanimously recommends that BTH shareholders vote in favor of this transaction, in the absence of a superior proposal and subject to the independent expert concluding and continuing to conclude that the proposed transaction is in the best interests of BTH shareholders.
Industry Context
This announcement reflects the increasing trend of Australian technology companies seeking listings on US exchanges to access larger capital markets and a broader investor base. The use of a SPAC also highlights the current prevalence of this type of transaction in the tech sector.
Next Steps
- BTH AGM advisory vote
- Shareholder vote
- Regulatory approvals
- Nasdaq listing
Key Dates
- May 9, 2022: Date of IVCA's final prospectus relating to its initial public offering.
- February 1, 2024: Date of Aragon Research Globe for Sales Enablement Platforms, 2024.
- September 5, 2024: Date of Aragon Research Globe for Enterprise Coaching, 2025.
- October 2024: Date of announcement on the ASX.
- November 2024: Estimated timing of BTH AGM advisory vote.
- January / February 2025: Estimated timing of shareholder vote.
- Early February 2025: Estimated timing of regulatory approvals.
- Late February 2025: Estimated timing of Nasdaq listing.
Keywords
Sales Enablement Software, Bigtincan, Investcorp, Nasdaq, SPAC, Merger, Acquisition, Business Combination, AI, B2B SaaS
BTH
Bigtincan Holdings Limited
ASX
Sector: Software & Services
Filings with Classifications
Worse than expected
24 February 2025 6:06 PM
Half Year Results
- The net loss after tax for the six months ended 31 December 2024 was $64m, including a goodwill impairment of $54m related to the proposed Vector transaction.
Better than expected
4 December 2024 5:59 PM
Acquisition Recommendation
- The Vector proposal is considered superior to the previous IAAC deal, resulting in a better outcome for Bigtincan shareholders.
Delay expected
2 December 2024 5:48 PM
Acquisition Update
- The lack of a counter-proposal from Investcorp will likely delay the completion of any transaction, requiring Bigtincan to consider alternative options.
Worse than expected
2 December 2024 5:48 PM
Acquisition Update
- The lack of a counter-proposal from Investcorp is worse than expected, as it indicates a potential failure to secure a deal on favorable terms and increases uncertainty regarding the future of the company.
Better than expected
28 November 2024 5:00 PM
Annual Report
- Bigtincan's FY24 EBITDA of $11.3 million significantly exceeded expectations given the previous year's loss and the challenging macroeconomic conditions.
Worse than expected
24 November 2024 6:19 PM
Acquisition Proposal
- The initial expectation was that the Investcorp deal would proceed, but the emergence of a superior offer from Vector Capital suggests that the initial deal was not the most favorable option for shareholders.
Capital raise
30 October 2024 2:02 AM
Notice of Annual General Meeting
- Resolution 9 seeks shareholder approval to increase the company's equity securities issuance capacity by 10%, potentially allowing for future capital raises to fund growth initiatives.
Capital raise
20 October 2024 6:32 PM
Merger Proposal
- Bigtincan Limited intends to raise up to US$25 million from institutional investors in a PIPE transaction.
- Bigtincan Limited intends to raise up to US$25 million in debt financing.
Capital raise
20 October 2024 6:27 PM
Merger Announcement
- Up to US$25 million (~A$37.3 million) will be raised from institutional investors in a PIPE transaction.
- Up to US$25 million in debt finance will be sought to support the transaction.
Capital raise
1 October 2024 7:51 PM
Business Combination Proposal
- Investcorp plans to invest US$12.5 million in Newco.
- An additional US$25 million in debt and equity funding is being sought from institutional investors to partially fund the cash election opportunity.
Worse than expected
19 June 2024 7:45 PM
Offer Rejection Announcement
- The company rejected the offer from Vector Capital Management, indicating that the offer was below what the company believes it is worth.
Capital raise
17 June 2024 10:33 PM
Capital Raising Announcement
- Bigtincan is undertaking a fully underwritten 1 for 3 accelerated pro-rata non-renounceable entitlement offer.
Capital raise
10 June 2024 7:55 PM
Equity Raising Presentation
- Bigtincan is raising $20.5m to fund investments in core AI technology, data infrastructure related to provisioning of GeneiAI technology, market awareness and development and working capital.
Capital raise
10 June 2024 7:55 PM
Corporate and Business Update
- Bigtincan is conducting a fully underwritten 1 for 3 accelerated pro rata non-renounceable entitlement offer at an offer price of $0.10 per share to raise A$20.5m.
- The proceeds of the Equity Raising will be used to fund investments in core AI technology, data infrastructure related to provisioning of GeneiAI technology, market awareness and development, working capital and transaction costs.
Capital raise
7 June 2024 3:35 AM
Trading Halt Request
- Bigtincan Holdings Limited is conducting an equity raising.
- The equity raising involves both institutional and retail components.
Better than expected
10 April 2024 7:50 PM
Business Update
- The company achieved record Q3 FY24 results for EBITDA, EBITDA margin, and Free Cash Flow, indicating better than expected financial performance.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.