Bigtincan rejects Forager Funds move to block Investcorp deal
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The news: The board of sales software company Bigtincan said it "continues to unanimously recommend" that its investors vote in favour of a proposed merger with US-based Investcorp AI Acquisition Corp, despite a recent letter from minority owner Forager Funds urging shareholders to reject the move.
The numbers: Forager, which owns around 2.5% of Bigtincan, wrote a letter to the company's shareholders on 6 November recommending they vote against the proposed merger with Investcorp that would see the creation of a new co-owned Nasdaq-listed entity, or special purpose acquisition company (SPAC).
The context: In a letter to shareholders, Bigtincan chairman Tom Amos noted "media reporting of some shareholder messaging that is not factual".
In Forager's shareholder letter, as reported by the Australian Financial Review, the fund manager's chief investment officer Steve Johnson said: "This entity does not own any other businesses. It will be Bigtincan, with all of its existing problems, but listed in the US. For that privilege, the SPAC sponsors will be gifted 25 per cent of our company."
Amos said that Forager's letter includes "out of date financial information" and "selective disclosure of information by parties who were subject to non-disclosure agreements".
Amos also noted that Forager's letter indicated that Bigtincan's board refused to engage with them.
What they said: "That is factually not correct," Amos said.
"The board and CEO have never refused to constructively engage with any shareholder and the board has made offers to engage with Forager Funds directly, most recently in August 2024."
The source: ASX announcement
