BTH
Bigtincan Holdings Limited
ASX
Vector Capital Proposal Determined To Be Superior Proposal
Sentiment:
Acquisition Proposal
24 November 2024 6:19 PM
Bigtincan Holdings (ASX:BTH) board deems Vector Capital's revised 22 cents per share acquisition offer a superior proposal, triggering a matching rights process with Investcorp, and the company's AGM will proceed as scheduled.
Worse than expected
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.
Summary
- Vector Capital has made a revised offer to acquire all BTH shares for 22 cents per share, subject to potential adjustments.
- The Bigtincan Board considers Vector's offer a superior proposal compared to the existing Investcorp offer.
- A matching rights process has been triggered, giving Investcorp until December 2nd to match or improve the offer.
- Bigtincan's AGM will be held on November 29th, where shareholders will vote on the Investcorp transaction.
- The Vector proposal's price per share could be reduced based on transaction costs exceeding \$4 million or if a break fee becomes payable.
- If Investcorp makes a counter-proposal, the Bigtincan Board will review it to determine if it's equivalent or superior to Vector's offer.
Sentiment
Score: 6
Explanation: While the Vector Capital offer presents a potentially better outcome than the initial Investcorp deal, uncertainty remains regarding the final price and the outcome of the matching rights process and shareholder vote. This creates a moderate level of uncertainty.
Positives
- Vector Capital's offer provides a clear and potentially higher value for BTH shareholders compared to the previous offer.
- The matching rights process creates a competitive environment that could lead to an even better outcome for shareholders.
- The AGM provides shareholders with a direct opportunity to voice their preferences.
Negatives
- Vector Capital's offer is subject to potential downward adjustments based on transaction costs and break fees.
- There's uncertainty regarding the outcome of the matching rights process and whether Investcorp will make a counter-offer.
- The success of the Investcorp transaction depends on shareholder approval at the AGM.
Risks
- The Vector proposal's price per share could be lower than the initial 22 cents due to potential adjustments.
- Investcorp may not match or exceed Vector's offer, leaving shareholders with a less favorable outcome.
- Shareholders may not approve the Investcorp transaction at the AGM, leading to the termination of the deal.
Future Outlook
The outcome depends on Investcorp's response to the matching rights process and the shareholder vote at the AGM. The final price per share for Vector's offer is subject to potential adjustments.
Management Comments
- The BTH Board has carefully reviewed the terms of the Vector Proposal and has determined it is a Superior Proposal.
Industry Context
This announcement reflects the ongoing consolidation and competitive dynamics within the technology sector, with strategic investors actively seeking acquisition opportunities.
Next Steps
- Investcorp's response to the matching rights process.
- Bigtincan's AGM on November 29th.
- Shareholder vote on the Investcorp transaction.
- Potential adjustments to Vector Capital's offer price.
Key Dates
- 21 October 2024: Bigtincan entered into a Business Combination Agreement with Investcorp Parties.
- 30 October 2024: Bigtincan received an initial proposal from Vector Capital.
- 12 November 2024: Bigtincan received another proposal from Vector Capital.
- 21 November 2024: Announcements made regarding the IAAC Transaction.
- 25 November 2024: Vector Capital's revised proposal deemed superior; matching rights process triggered.
- 29 November 2024: Bigtincan's Annual General Meeting (AGM).
- 2 December 2024: Matching period for Investcorp to respond expires.
Keywords
Bigtincan Holdings, Vector Capital, Investcorp, Acquisition, Merger, Scheme of Arrangement, Matching Rights, AGM, Shareholders, ASX:BTH
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.