BTH
Bigtincan Holdings Limited
ASX
BIGTINCAN BOARD RECOMMENDS VECTOR PROPOSAL
Sentiment:
Acquisition Recommendation
4 December 2024 5:59 PM
Bigtincan Holdings Limited's board unanimously recommends a $0.22 per share cash offer from Vector Capital, abandoning a prior deal with Investcorp AI Acquisition Corp.
Better than expected
The Vector proposal is considered superior to the previous IAAC deal, resulting in a better outcome for Bigtincan shareholders.
Summary
- Bigtincan Holdings Limited (BTH) announced that its board has recommended a scheme of arrangement proposed by Vector Capital Management, L.P. (Vector).
- The Vector proposal offers $0.22 per share in cash, subject to a reduction if transaction costs exceed $4 million.
- BTH terminated its previous scheme implementation deed with Investcorp AI Acquisition Corp. (IAAC) without incurring a break fee.
- The Vector deal includes a separate scheme for option holders, with consideration determined by an agreed valuation methodology.
- The scheme is not subject to any financing conditions and is expected to be implemented in late March 2025.
- Bigtincan shareholders and option holders will receive a scheme booklet with details of the proposal and an independent expert's report.
- Meetings for shareholder and option holder votes are expected in early to mid-March 2025.
Sentiment
Score: 7
Explanation: The deal is positive for shareholders, but the potential reduction in offer price and the need for shareholder approval introduce some uncertainty.
Positives
- The Vector proposal offers a cash consideration of $0.22 per share.
- The deal is not subject to any financing conditions, reducing uncertainty.
- Bigtincan avoids paying a break fee to IAAC.
- The board unanimously recommends the Vector proposal.
- The independent expert is expected to conclude the proposal is in the best interests of shareholders.
Negatives
- The cash consideration per share may be reduced if transaction costs exceed $4 million.
Risks
- The success of the scheme depends on shareholder and option holder approval.
- Court approval is required for the scheme to proceed.
- The independent expert's report could negatively impact the deal.
- Unexpected events could delay or prevent the implementation of the scheme.
Future Outlook
The scheme is expected to be implemented in late March 2025, subject to all conditions being satisfied.
Management Comments
- The Bigtincan Board has determined the Vector Proposal to be a superior proposal to the IAAC transaction.
- The directors of Bigtincan unanimously recommend that Bigtincan shareholders and Bigtincan option holders vote in favour of the Vector Proposal.
Industry Context
This announcement reflects the ongoing consolidation in the technology sector, with larger firms seeking to acquire smaller, high-growth companies. The lack of a counter-offer from IAAC suggests Vector's proposal was significantly more attractive.
Next Steps
- Bigtincan shareholders and option holders will receive a scheme booklet.
- Shareholder and option holder meetings will be held to vote on the proposal.
- Court approval is required for the scheme.
- Implementation of the scheme is expected in late March 2025.
Key Dates
- 25 November 2024: Vector Capital announced its revised proposal.
- 3 December 2024: Bigtincan announced that Investcorp had not provided a counter proposal.
- 5 December 2024: Bigtincan board recommends Vector proposal.
- 21 October 2024: Bigtincan announced the IAAC scheme implementation deed.
- Mid January 2025: BTH lodges draft Scheme Booklet with ASIC.
- Early February 2025: First Court Date.
- Early March 2025: Scheme Meeting and Option Scheme Meeting.
- Early March 2025: Second Court Date.
- Early to mid March 2025: Effective Date.
- Mid March 2025: Scheme Record Date.
- Late March 2025: Implementation Date.
Keywords
Merger, Acquisition, Scheme of Arrangement, Vector Capital, Bigtincan Holdings, Cash Offer, Investcorp, Shareholder Vote
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.
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.
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.
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.