BTH
Bigtincan Holdings Limited
ASX
Receipt of Non - Binding Business Combination Proposal
Sentiment:
Business Combination Proposal
1 October 2024 7:51 PM
Bigtincan Holdings Limited received a non-binding US$275 million business combination proposal from Investcorp India Acquisition Corp, potentially leading to a NASDAQ listing and Bigtincan's delisting from the ASX.
Capital raise
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.
Summary
- Bigtincan Holdings Limited received a non-binding business combination proposal from Investcorp India Acquisition Corp (IVCA).
- The proposal values Bigtincan at approximately US$275 million (A$400 million), or roughly A$0.47 per share.
- The deal would involve exchanging Bigtincan shares for shares in a new Cayman Islands holding company (Newco).
- A partial cash election of A$0.235 per share is also offered, subject to funding availability.
- Investcorp, IVCA's sponsor, plans to invest US$12.5 million in Newco, with an additional US$25 million sought from other investors.
- The transaction aims for completion by March 2025, resulting in Newco's NASDAQ listing and Bigtincan's delisting from the ASX.
- Bigtincan shareholders would own up to 75% of Newco, depending on cash elections and IVCA investor redemptions.
- Bigtincan's board is also evaluating a separate proposal from Vector Capital Management.
Sentiment
Score: 6
Explanation: The proposal presents a significant opportunity for Bigtincan, but the non-binding nature and several conditions precedent introduce uncertainty.
Positives
- Bigtincan received a significant business combination proposal valuing the company at US$275 million.
- The proposal offers a potential path to a NASDAQ listing, potentially increasing liquidity and valuation.
- The proposal includes a partial cash election option for shareholders.
- Investcorp's substantial investment commitment demonstrates confidence in Bigtincan's future.
Negatives
- The proposal is non-binding, meaning there's no guarantee the deal will be finalized.
- The cash election opportunity is subject to funding availability and a scale-back mechanism.
- The transaction involves delisting from the ASX, potentially impacting some investors.
- The final ownership percentage for Bigtincan shareholders depends on cash elections and IVCA investor redemptions.
Risks
- The deal may not be completed due to regulatory hurdles or other unforeseen circumstances.
- The funding for the partial cash election may not be fully secured.
- The final terms of the deal may differ from the initial proposal.
- The NASDAQ listing may not result in the expected increase in valuation or liquidity.
Future Outlook
If the proposal is finalized, Bigtincan will be listed on the NASDAQ and delisted from the ASX by March 2025. The transaction is subject to several conditions precedent, including the execution of definitive agreements and regulatory approvals.
Management Comments
- Bigtincan remains committed to executing its strategic plan and maximizing shareholder value.
Industry Context
This announcement reflects the ongoing trend of special purpose acquisition companies (SPACs) seeking to acquire established businesses. The potential move to a NASDAQ listing suggests a focus on accessing a larger and potentially more lucrative investor base.
Next Steps
- The Bigtincan board will continue to evaluate both the IVCA and Vector proposals.
- Negotiation and finalization of definitive agreements.
- Securing regulatory approvals.
- Completion of the transaction by March 2025 (if approved).
Key Dates
- September 17, 2024: Bigtincan announced a proposal from Vector Capital Management.
- October 2, 2024: Bigtincan received a non-binding business combination proposal from Investcorp India Acquisition Corp.
- March 2025: Target completion date for the proposed transaction.
Keywords
Bigtincan, Investcorp, business combination, acquisition, NASDAQ, ASX, delisting, merger, proposal, valuation
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
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
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
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.