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.