Bigtincan Holdings Limited (ASX:BTH) Board Backs Vector Proposal

Bigtincan Holdings Limited (ASX: BTH) has announced a significant shift in its board recommendation, favouring the proposal from Vector Capital Management, L.P. over the transaction with Investcorp AI Acquisition Corp. (IAAC).

Change in Board Recommendation

The Bigtincan Board has officially withdrawn its recommendation for the IAAC merger, determining the Vector Proposal to be superior. The transition follows IAAC’s failure to submit a counter proposal before the expiry of the matching period. Bigtincan has initiated a scheme implementation deed with Big Wombat Pty Ltd, associated with Vector, to facilitate the acquisition of 100% of Bigtincan’s ordinary shares.

Details of Vector Proposal

Under the terms of the Vector Proposal, shareholders are set to receive cash consideration of 22 cents per share. Notably, this sum may decrease depending on Bigtincan’s transaction costs exceeding $4 million related to this and prior mergers. An option scheme will simultaneously compensate option holders with cash based on an agreed valuation methodology. Both schemes are interconditional, with implementation relying on shareholder and court approvals.

Executive Comments

Tim Amos, Bigtincan’s Managing Director, stated, “We believe the Vector Proposal represents a pathway to deliver significant value for our shareholders and option holders.” Each director has signalled their intent to support the proposal, subject to an independent expert confirming its advantages.

Next Steps

Bigtincan shareholders and option holders will receive a scheme booklet providing comprehensive details about the proposal. Meetings to consider voting on the Vector Proposal are anticipated to occur in early to mid-March 2025, with implementation thereafter, pending all conditions being satisfied.

For more information, refer to the attached scheme implementation deed.

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Motley Fool contributor Abbie Stokes has no position in any of the stocks mentioned. The Motley Fool Australia's parent company Motley Fool Holdings Inc. has positions in and has recommended Bigtincan. The Motley Fool Australia has no position in any of the stocks mentioned. The Motley Fool has a disclosure policy. This article contains general investment advice only (under AFSL 400691). Authorised by Scott Phillips.

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