)
Sydney-based software company Bigtincan Holdings (ASX: BTH) is poised for a Nasdaq listing next year after agreeing to a US$275 million ($409 million) proposal to create a new entity in partnership with US-based alternative asset manager Investcorp.
The planned venture, in which existing shareholders will have a 75 per cent stake, comes on the heels of Bigtincan rejecting a $485 million takeover offer from US investment firm Siris Capital Partners in 2023 and an ASX market capitalisation that significantly lags this valuation.
Under the terms of the agreement announced today, Investcorp will invest US$12.5 million ($18.7 million) in the new entity Bigtincan Limited, a Cayman Island-incorporated company that will act as the parent for the Nasdaq-listed entity.
Bigtincan Limited will also seek to raise up to US$25 million ($37.3 million) from institutional investors and a further US$25 million in debt to support the transaction.
The deal is said to value Bigtincan Holdings (BTH) at US$275 million, or 48.2c per share – a figure based on BTH shareholders receiving one Bigtincan Limited share for every 30.97 BTH shares held. Should the deal proceed, Bigtincan shareholders can elect to receive a cash consideration of US16.145c (24.17c) per Bigtincan share.
However, the company warns there is no guarantee of the price at which Bigtincan Limited shares will trade after the transaction.
Bigtincan shareholders appear to agree with this sentiment, giving the proposal a lukewarm reception in early trading today.
This morning’s opening price of 19c, up 2c from last Friday’s close, currently values the company about $140 million.
"This transaction offers tremendous value not just for Bigtincan's shareholders, but also for its customers, employees, and partners,” says Harsh Shethia, the former managing partner of Investcorp and advisor to the US investor’s special-purpose vehicle for the transaction, Investcorp AI Acquisition Corp (IAAC).
“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.”
The deal is subject to shareholder and regulatory approvals, with shareholders set to vote on the proposal in November and the Nasdaq listing scheduled for February next year.
Bigtincan was founded in 2011 in Sydney where it still maintains its registered headquarters, although it global headquarters are based at Boston in the US where the company is targeting further growth.
Bigtincan, which operates the Bigtincan and Brainshark platforms, is a Software-as-a-Service (SaaS) provider that provides businesses with global sales training, sales content delivery and sales meeting facilitation services. The Bigtincan software, which has been translated into more than 40 languages, is used by customers in more than 50 countries.
The company’s shares have been lagging in recent years after a flurry of interest from potential suitors in 2022 and 2023.
However, Bigtincan reported a sharp turnaround in its earnings performance in FY24 after posting full-year EBITDA of $11.3 million, up from a $4.9 million loss the year before.
Despite the uncertainty of the US presidential elections this year, the company has forecast solid growth from the US in FY25.
Bigtincan says a Nasdaq listing will give the company’s brand higher exposure to US customers and broaden its access to capital markets through the backing of Investcorp, a group with $52.8 billion ($78.6 billion) in assets under management.
)
