BTH
Bigtincan Holdings Limited
ASX
Signing of Merger Agreement Documents
Sentiment:
Merger Announcement
20 October 2024 6:27 PM
Bigtincan Holdings Limited (ASX: BTH) has entered into a business combination agreement to merge with Investcorp AI Acquisition Corp., resulting in a Nasdaq listing and an implied pre-money equity valuation of US$275 million for Bigtincan.
Capital raise
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.
Summary
- Bigtincan Holdings Limited (ASX: BTH) is merging with Investcorp AI Acquisition Corp. (IAAC).
- The deal values Bigtincan at US$275 million (A$483 million) pre-money.
- Investcorp will invest US$12.5 million (A$18.7 million) in the combined entity.
- An additional US$25 million (A$37.3 million) will be raised through a PIPE transaction.
- Up to US$25 million in debt financing will also support the transaction.
- Bigtincan shareholders may elect to receive cash consideration of US$0.16145 (A$0.24) per share, subject to funding availability.
- Bigtincan shareholders will own approximately 75% of the combined entity after the transaction, assuming no cash elections.
- The combined entity will be listed on the Nasdaq.
- The transaction is expected to close in the first quarter of 2025.
Sentiment
Score: 7
Explanation: The announcement is largely positive, highlighting a significant valuation and Nasdaq listing. However, the presence of risks and uncertainties related to conditions precedent and funding lowers the score.
Positives
- Bigtincan will gain a Nasdaq listing, enhancing its profile and access to capital.
- The transaction provides a significant valuation for Bigtincan shareholders.
- Investcorp's investment demonstrates confidence in Bigtincan's future.
- Additional funding through PIPE and debt will support Bigtincan's growth.
- A cash election provides an alternative for shareholders who prefer immediate liquidity.
Negatives
- The cash election facility is subject to funding availability and a scale-back mechanism.
- Bigtincan shareholders' ownership will be diluted if cash elections are made.
- There is no guarantee that Bigtincan Limited shares will trade at or above US$10 post-transaction.
Risks
- The transaction is subject to various conditions precedent, including shareholder and court approvals.
- Failure to obtain necessary approvals could lead to termination of the agreement.
- The implied valuation is based on assumptions that may not materialize.
- The cash election facility may not be fully activated.
- Integration of Bigtincan's operations with Investcorp's could present challenges.
Future Outlook
The transaction is expected to close in the first quarter of 2025, subject to shareholder and court approvals, and the satisfaction of other conditions precedent.
Management Comments
- 'This transaction offers tremendous value not just for Bigtincan's shareholders, but also for its customers, employees, and partners. Its a chance to showcase Australias strength in AI innovation, especially in sectors like sales enablement, and position an Australian-born company as a global leader in enterprise software. Were excited to help Bigtincan take the next step in its journey.'
Industry Context
This announcement reflects the ongoing trend of Australian technology companies seeking listings on international exchanges to access larger capital markets and expand their global reach. The focus on AI technologies also highlights the increasing importance of AI in the enterprise software sector.
Next Steps
- Bigtincan shareholders do not need to take any action at this stage.
- A scheme booklet will be sent to Bigtincan shareholders.
- The transaction is anticipated to close in the first quarter of 2025, subject to approvals and conditions.
Key Dates
- May 9, 2022: Date of IAAC's initial public offering prospectus
- August 3, 2024: Date of Mutual Non-Disclosure Agreement between SPAC and Bigtincan
- October 21, 2024: Date of Bigtincan's announcement of the business combination agreement and scheme implementation deed
- Early to mid December 2024: Expected date for Registration Statement to be declared effective
- Mid December 2024: Expected date for BTH to lodge draft Scheme Booklet with ASIC
- Late December 2024: Expected date for First Court Date
- Early February 2025: Expected date for Scheme Meeting and Second Court Date
- Early to mid February 2025: Expected date for Effective Date
- Mid February 2025: Expected date for Scheme Record Date
- Late February 2025: Expected date for Implementation Date
Keywords
Bigtincan, Investcorp, Merger, Nasdaq, Acquisition, PIPE, Sales Enablement, AI, Software, Equity 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
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.