Sydney, Australia – 21 October 2024 | Bigtincan Holdings Limited (ASX: BTH) (“Bigtincan” or “the Company”) is pleased to announce that it has entered into a Business Combination Agreement (“BCA”) and Scheme Implementation Deed (“SID”) with Investcorp AI Acquisition Corp (NASDAQ: IAAC) (“IAAC”), a special purpose acquisition company (SPAC).
If completed, this transaction will see Bigtincan listed on the Nasdaq through a newly formed Cayman Islands company named “Bigtincan Limited”. This deal represents a significant step for Bigtincan as it seeks to expand its global presence and leadership in AI sales enablement.
Interview Opportunity:
Please reach out to Jane Morgan (JMM Investor & Media Relations) at the details below this media release to arrange a potential interview with
- David Keane (CEO, Bigtincan Holdings Limited)
- Harsh Shethia (Advisor to Investcorp AI Acquisition Corp)
Highlights:
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Valuation: The transaction implies a pre-money equity valuation for Bigtincan of approximately US$275 million (A$430 million) on a fully diluted basis.
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Investcorp: Investcorp Cayman Holdings Limited (an affiliate of IAAC’s sponsor) has committed to investing US$12.5 million (~A$18.7 million) into Bigtincan Limited within the transaction.
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Additional Funding: Bigtincan Limited will seek to raise up to US$25 million (~A$37.3 million) through a private investment in public equity (PIPE) from institutional investors, alongside up to US$25 million in debt financing.
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Partial Cash Election Facility: Subject to availability of funds, a partial cash election facility will be made available to Bigtincan shareholders, allowing them to receive cash consideration of US$0.16145 (~A$0.2417) per share (subject to a scale-back mechanism).
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Post-Transaction: Once completed, Bigtincan shareholders will own approximately 75% of Bigtincan Limited (subject to cash elections and shareholder redemptions).
Harsh Shethia, a 22-year veteran of Investcorp and advisor to IAAC said: "This transaction offers tremendous value not just for Bigtincan's shareholders, but also for its customers, employees, and partners. It’s a chance to showcase Australia’s strength in AI innovation, especially in sectors like sales enablement, and position an Australian-born company as a global leader in enterprise software. We’re excited to help Bigtincan take the next step in its journey.”
Transaction Details:
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IAAC will merge with BTH Merger Sub Limited (a wholly-owned subsidiary of Bigtincan Limited).
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Bigtincan Limited shares will be issued to Bigtincan shareholders at an exchange ratio of 1 Bigtincan Limited share for every 30.97 Bigtincan shares.
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The transaction is subject to various conditions, including approval by Bigtincan shareholders at the 2024 AGM, as well as regulatory approvals and Nasdaq listing.
Next Steps:
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A scheme booklet containing detailed information about the transaction, along with an independent expert’s report, will be distributed to Bigtincan shareholders ahead of the 2024 AGM.
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The transaction is expected to close in Q1 2025, pending shareholder and regulatory approvals.
David Keane
CEO, Bigtincan Holdings Limited
investors@bigtincan.com
Jane Morgan
Investor Relations
jm@janemorganmanagement.com.au
About us:
About Bigtincan Holdings Limited:
Bigtincan is a leading software development group focused on the sales enablement and engagement market. The company provides a comprehensive range of tools for Sales Content Management (Bigtincan Content Hub), Sales Readiness (Learning Hub) and Sales Engagement (Engagement Hub). These Hubs and associated technologies and features are used primarily by larger enterprise organisations looking to create a better sales experience for their customers in today’s more digital and remote world.
Bigtincan operates globally with users in over 50 countries and with a solution localised into more than 40 languages. The business continues to expand its global footprint while maintaining its registered head office in Sydney, Australia. The global go-to-market strategy continues to be led from Boston, Massachusetts, USA, with sales resources throughout the USA, as well as customer facing resources in Tokyo, London, Copenhagen, and throughout the USA as well as in Sydney.
Bigtincan services in excess of 100 Fortune 500 Companies as clients and has over 2,000 customer deployments globally.
Contact details:
Jane Morgan
Jane Morgan Management
Investor Relations
jm@janemorganmanagement.com.au