Investcorp India Acquisition Corp. (Nasdaq: IVCA)
(“IVCA”) announced today that
it has substantially concluded its diligence work and negotiations
with Bigtincan Holdings Limited (ASX: BTH) (“BTH”) in connection with IVCA’s previously
announced proposal to consummate a business combination with BTH
that would bring BTH to Nasdaq (the “IVCA
Proposal”).
Pursuant to the IVCA Proposal and the subsequent negotiations,
it is anticipated that the final definitive agreements would
contemplate the exchange of all the shares in BTH for shares in
Bigtincan Limited (“Pubco”), a
newly formed Cayman Islands holding company at an implied equity
value of US$275 million (~A$0.47 per BTH share) on a fully diluted
basis and assuming an AUD/USD exchange rate of 0.69.
IVCA believes that the transactions contemplated by the IVCA
Proposal and subsequent negotiations between IVCA and BTH
(together, the “Transaction”)
offers the best value to BTH shareholders, customers, employees and
partners and presents an opportunity to allow BTH to capitalize on
its innovative work in sales enablement and AI technologies to
build a global leader in one of the most exciting sectors within
enterprise software.
Subject to the execution of definitive documentation, it is
expected that Investcorp Investment Holdings Limited
(“Investcorp”) will commit to
making an initial US$12.5 million equity investment into Pubco to
support its transition to Nasdaq. As currently contemplated (and
subject to the execution of definitive documentation), it is
expected that, in connection with the Transaction, BTH would be
delisted from the Australian Securities Exchange (“ASX”), Pubco will become publicly listed on
Nasdaq, and Investcorp will own approximately 20% of the equity of
Pubco following the consummation of the Transaction at an
approximate cost of US$4.73 per share of Pubco common equity
(which, as currently contemplated, would equal approximately A$0.22
per share of common equity of BTH).
Pursuant to the Transaction, it is expected that the executed
definitive documentation will include a cash facility to be made
available to current shareholders of BTH who hold less than 5,000
shares of BTH common equity would have the option to sell their
shares to BTH prior to the consummation of the Transaction at a
price of approximately A$0.235 per share of BTH common equity
tendered (subject to certain scale backs), which, if enacted, would
represent a premium of approximately A$0.060 when compared to the
current market price of shares of BTH common equity as of October
11, 2024 (approximately A$0.175).
IVCA believes that the Transaction, as currently contemplated,
provides the best alternative for BTH shareholders and provides a
path to take an innovative Australian business to a listing on
Nasdaq. Additionally, IVCA is committed to supporting Henslow and
Jett Capital, BTH’s corporate advisors, to find potential avenues
for liquidity to BTH’s current shareholders who cannot or do not
have a desire to hold Pubco shares following the consummation of
the Transactions.
As currently contemplated by IVCA and BTH, it is expected that
Pubco will continue to invest in Australia, including the potential
establishment of an AI Technology Center based around the existing
BTH team in Tasmania.
As currently contemplated, the Transaction does not have any
financing conditions and is subject to, among other things, the
entry into definitive agreements by IVCA and BTH, which IVCA
believes are close to finalization and execution. Once the binding
definitive agreements have been executed, IVCA expects that the
Transaction will be subject to customary closing conditions,
including the receipt of IVCA shareholder approval, BTH shareholder
approval, and the receipt of approval by both U.S. and Australian
regulators.
About IVCA
IVCA was formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more
businesses or entities.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain statements that are not
historical facts, but are forward-looking statements for purposes
of the safe harbor provisions under the United States Private
Securities Litigation Reform Act of 1995. Forward-looking
statements are generally accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that
predict or indicate future events or trends that are not statements
of historical matters. These forward-looking statements are based
on various assumptions, whether or not identified in this press
release, and on current expectations of the management of IVCA and
are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not
intended to serve as, and must not be relied on as, a guarantee, an
assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of IVCA. Potential
risks and uncertainties that could cause the actual results to
differ materially from those express or implied by forward-looking
statements include, but are not limited to, the ability of BTH and
IVCA to sign definitive documentation in connection with the
Transaction on a timely basis or at all, the outcome of any legal
proceedings that may be instituted in connection with the
Transaction, delays in obtaining or the inability to obtain
necessary regulatory approvals or complete regulatory reviews
required to complete the Transaction, the risk that the Transaction
disrupts current plans and operations, the inability to recognize
the anticipated benefits of the Transaction, which may be affected
by, among other things, competition, the ability of Pubco to grow
and manage growth profitably with customers and suppliers and
retain key employees, costs related to the Transaction, the risk
that the Transaction does not close at all, changes in applicable
laws or regulations, the possibility that IVCA may be adversely
affected by other economic, business, and/or competitive factors,
uncertainty caused by the impacts from the conflict in Russia and
Ukraine and risking levels of inflation and interest rates, the
risk that the approval of the shareholders of BTH or IVCA is not
obtained, BTH’s and IVCA’s ability to satisfy the conditions to
closing of the Transaction, and the risks discussed in IVCA’s
public records filed with the U.S. Securities and Exchange
Commission (the “SEC”),
including its Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, as well as preliminary and
definitive proxy statements/prospectuses that Investcorp may file
with the SEC in connection with the Transaction. If any of these
risks materialize or IVCA’s assumptions prove incorrect, actual
results would differ materially from the results implied by these
forward-looking statements. There may be additional risks that IVCA
presently does not know or that IVCA believes are immaterial, which
would also cause actual results to differ from those contained in
these forward-looking statements. In addition, forward-looking
statements reflect IVCA’s expectations, plans, or forecasts of
future events and views as of the date of this press release. IVCA
anticipates that subsequent events and developments may cause its
assessments to change. IVCA specifically disclaims any obligation
to update or revise any forward-looking statements, except as
required by law. These forward-looking statements should not be
relied upon as representing IVCA’s assessments as of any date
subsequent to the date of this press release. Accordingly, undue
reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This press release shall not constitute a solicitation of a
proxy, consent, or authorization with respect to any securities or
in respect of the Transaction. This press release shall also not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
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Media Contacts: International / GCC Firas El Amine +973
175 15404 felamine@investcorp.com
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