Bigtincan Caught Between Nasdaq Ambitions and a Cash Exit as Competing Bids Emerge

Bigtincan Holdings Limited (ASX: BTH) has two competing offers that spotlight its position as an Australian leader in AI-driven sales enablement. The company’s innovative platforms—its Content Hub, Learning Hub, and Engagement Hub—are tailored for large enterprises, helping sales teams improve customer interactions in today’s digital sales landscape. Bigtincan boasts a customer base of over 2,000, including more than 100 Fortune 500 companies, with operations in more than 50 countries​​.

Recent Operational Milestones

The past year has been particularly fruitful for Bigtincan, with several operational highlights underscoring its growth momentum:

• Consistent Revenue Growth: Bigtincan has continued to deliver annual recurring revenue (ARR) growth, primarily driven by its high customer retention and expansion in major markets like North America and Europe.
• AI-Powered Innovation: The company has ramped up its AI and machine learning investments, adding advanced analytics and content recommendation engines to support sales effectiveness. These additions have strengthened Bigtincan’s market position as the demand for AI-enhanced sales tools rises.
• Global Expansion Strategy: With its go-to-market operations managed from Boston and a strong presence in Sydney, Bigtincan has also spread its customer-facing teams across Tokyo, London, and Copenhagen, supporting its push into new markets.

The Investcorp Deal: A Nasdaq Play

On 21 October 2024, Bigtincan signed a Business Combination Agreement (BCA) with Investcorp AI Acquisition Corp. (IAAC), a Nasdaq-listed SPAC, that positions Bigtincan to go public on the Nasdaq via a Cayman Islands-based entity called Bigtincan Limited. The deal values Bigtincan at USD$275 million, or roughly AUD$0.483 per share. Shareholders are expected to retain a 75% stake in the new entity, with the opportunity to receive shares or opt for partial cash consideration at a rate of USD$0.16145 (~AUD$0.2417) per share, though this cash option is capped​​.

Investcorp plans to contribute USD$12.5 million to Bigtincan Limited and is seeking an additional USD$25 million through a PIPE (Private Investment in Public Equity) arrangement, which will help fund growth initiatives post-listing. Harsh Shethia, Investcorp’s advisor, sees the transaction as a strategic step to boost Bigtincan’s profile in AI and sales enablement on a global stage​.

Vector Capital’s Revised Bid: A Cash-Only Alternative

On 30 October, Bigtincan received a revised non-binding cash offer from Vector Capital at AUD$0.22 per share, conditional on shareholders voting down the Investcorp scheme at the upcoming AGM. This offer presents a more straightforward exit for shareholders who prefer cash. However, at AUD$0.22 per share, the valuation falls below the implied valuation of the Investcorp deal. SQN Investors, which holds a 9.1% stake in Bigtincan, has backed the Vector bid, which could influence the vote​.

Board Position: Backing the Investcorp Transaction

Bigtincan’s board has thrown its full support behind the Investcorp transaction, recommending that shareholders vote in favour of the scheme. The board’s endorsement is contingent upon no superior proposal emerging and an independent expert confirming that the scheme is in shareholders’ best interests. The board has stated that it will assess Vector’s revised proposal in consultation with its advisers but has not yet altered its support for the Investcorp transaction​.

A Shareholder Decision on the Horizon

For Bigtincan shareholders, this decision comes down to weighing the potential upside of a Nasdaq listing with Investcorp against the certainty of cash with Vector. With the board backing the Investcorp path, shareholders face a pivotal AGM vote. The result could ultimately determine whether Bigtincan will take its AI and sales enablement expertise to the US markets or secure an immediate cash return for investors.