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Investcorp AI Acquisition signs business combination agreement with Bigtincan

Investcorp AI Acquisition has agreed to terms with Bigtincan Holdings under which, if implemented, IAAC would combine with Bigtincan's business and list on the Nasdaq through a newly formed Cayman Islands exempted company called "Bigtincan Limited". Implied pre-money equity valuation of Bigtincan of $275M on a fully diluted basis being A$0.483 per share. Investcorp Cayman - Investcorp -, an affiliate of the sponsor of IAAC, has committed to invest $12.5M into Bigtincan by way of subscription for ordinary shares as part of the Transaction. In addition, Bigtincan will seek to raise up to $25.0M from institutional investors in a PIPE6 transaction and up to $25M of debt finance to support the Transaction. Pursuant to the transaction, a partial cash election alternative is intended to be made available to Bigtincan shareholders, under which Bigtincan shareholders may elect to receive cash consideration for their shares of $0.16145 per Bigtincan share, subject to availability of funds and a scale back mechanism. Bigtincan shareholders will own approximately 75% of Bigtincan Limited immediately following implementation of the Transaction. IAAC will merge with and into BTH Merger Sub Limited, a Cayman Islands exempted company which is a direct, wholly owned subsidiary of Bigtincan, with Merger Sub continuing as the surviving company of that merger. Bigtincan Limited shares will be listed on the Nasdaq Stock Market. Bigtincan shareholders will receive 1 Bigtincan Limited share for every 30.97 Bigtincan shares held in the Transaction, with the result that Bigtincan shareholders will own up to ~75%10 of Bigtincan ordinary shares immediately following the closing of the Transaction. Investcorp will invest $12.5M into Bigtincan as part of the Transaction, the proceeds of which will be used to fund the partial cash election facility. Approval of the AGM Resolution does not mean the Transaction will occur as it will remain subject to other conditions precedent, including approval by Bigtincan shareholders at a subsequent scheme meeting.

Investcorp India Acquisition provides update on Bigtincan transaction

Investcorp India Acquisition announced that it has substantially concluded its diligence work and negotiations with Bigtincan, or BTH, in connection with IVCA's previously announced proposal to consummate a business combination with BTH that would bring BTH to Nasdaq. 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, a newly formed Cayman Islands holding company at an implied equity value of $275M on a fully diluted basis and assuming an AUD/USD exchange rate of 0.69. Subject to the execution of definitive documentation, it is expected that Investcorp Investment Holdings will commit to making an initial $12.5M equity investment into Pubco to support its transition to Nasdaq. As currently contemplated, it is expected that, in connection with the transaction, BTH would be delisted from the Australian Securities Exchange, 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 $4.73 per share of Pubco common equity. 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, 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. 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.