- BEN’s advanced and engaging consumer AI interfaces support
clients whose priority is to dramatically improve customer service
while driving efficiency in their operations.
- BEN’s human-like experience embeds advanced security,
trained with pre-ingested corporate and customer data, enabling
companies to quickly deploy AI technologies without the concerns of
utilizing Public LLM’s.
- BEN’s proprietary platform enables companies and industries
to expand and improve customer experience, with a focus on those
that have a significant workforce gap such as automotive,
healthcare and customer service.
- Patent portfolio spans conversational AI, sensory-data and
data security features that allow BEN’s AI to enhance
communications and the consumer’s ability to absorb
information.
- The transaction values BEN at a pro-forma enterprise value
and pro-forma equity value of approximately $358 million and $398
million, respectively.
- Any cash proceeds from the transaction are expected to
partially fund growth initiatives, accelerate go-to-market, scale
production and expand the portfolio of BEN’s core solutions through
product development and potential acquisitions.
- An associated investor presentation is available at
https://beninc.ai/investors
Brand Engagement Network (“BEN”), a provider of personalized
customer engagement AI technology and human-like AI avatars, and
DHC Acquisition Corp. (Nasdaq: DHCA) (“DHC”), a special purpose
acquisition company led by veteran technology investors
(“Sponsors”), today announced they have entered into a definitive
business combination agreement that is expected to result in the
combined company (the “Combined Company”) being listed on Nasdaq
under the symbol “BNAI”.
The proposed business combination (“Business Combination”) is
expected to provide BEN with improved access to new sources of
capital, accelerate M&A opportunities, and fund growth
initiatives and development of the core solution portfolio.
Michael Zacharski, CEO of BEN, said:
“The announcement today to agree to go public via this
combination with DHC represents a remarkable milestone in BEN’s
journey. BEN's Al systems bring a deeper level of comprehension,
empathy, and understanding to human-machine interactions. The
backbone of BEN’s success is a rich platform of conversational AI
modules that drive better, more personalized customer experience
and increased operational efficiencies. We expect this transaction,
in partnership with the remarkable team at DHC, to propel our
efforts globally and open a pathway for public investors to
participate in our important work.”
Chris Gaertner, Co-CEO & CFO of DHC, said:
“Our objective since founding DHC has been to both identify and
assist an innovative technology company in its transition to the
public markets, and we firmly believe that BEN is the right fit for
us and the current market backdrop. The impressive leadership team
at BEN has deep expertise in AI, a track record of scaling
disruptive technologies and is well-positioned for sustained
growth.”
BEN Investment Highlights
- Attractive demand backdrop for AI. Significant demand
for next generation AI-powered applications, as they provide
superior user experience relative to legacy solutions in areas
where there are limited resources.
- Enterprise ready AI platform. Enterprise hardened AI
application set optimizes costs and is ready for deployment.
Embedded features are designed to assist compliance and safety,
including by ingesting policies, contracts, master data, and
educational modules.
- Vertically-focused customer acquisition strategy. Early
industry targets include the automotive, healthcare and financial
services sectors. Certain of our early customers are also our
channel partners where BEN can leverage brand recognition and
reach.
- Large, fast growing addressable market. Benefitting from
macro and secular trends, the conversational AI technology market
is expected to grow to ~$30 billion by 2028.
- Patent portfolio. Our proprietary IP delivers “human
like” AI interaction through integrated perception, understanding
and response. Set of patents now includes 21 active patents and 19
patents pending worldwide.
- Industry leading talent. Senior leadership team
possesses decades of experience and successful track record of
M&A and integration.
Transaction Summary
The deal implies a pre-money equity value of $250 million for
BEN. Upon closing of the transaction, and assuming no stockholders
of DHC redeem their shares, BEN is estimated to have $40 million in
pro forma cash on balance sheet, consisting of $7 million in
anticipated new financing proceeds and $49 million in existing cash
(as of 6/30/2023), less $15 million in transaction fees. Existing
BEN shareholders are expected to roll 100% of their equity, and
will own ~63% of the fully diluted shares of the Combined
Company.
The transaction, which has been approved unanimously by the
Boards of Directors of both BEN and DHC, is subject to approval by
DHC’s stockholders and subject to other customary closing
conditions, including the receipt of certain regulatory approvals,
and is expected to close in the first quarter of 2024.
Additional information about the proposed transaction, including
a copy of the business combination agreement will be provided in a
Current Report on Form 8-K to be filed by DHC with the Securities
and Exchange Commission (“SEC”) and will be available at
www.sec.gov
Additional Information about the Transaction and Where to
Find It
In connection with the proposed Business Combination, DHC
intends to file a registration statement on Form S-4 (the
“Registration Statement”) with the SEC, which will include a proxy
statement/prospectus, that will be both the proxy statement to be
distributed to holders of DHC’s ordinary shares in connection with
DHC's solicitation of proxies for the vote by DHC’s shareholders
with respect to the Business Combination and other matters as may
be described in the Registration Statement, as well as the
prospectus relating to the offer and sale of the securities to be
issued to BEN shareholders in the Business Combination. After the
Registration Statement is declared effective, DHC will mail a
definitive proxy statement and other relevant documents to its
shareholders. DHC’s shareholders and other interested persons are
advised to read, when available, the preliminary proxy statement
included in the Registration Statement and the amendments thereto
and the definitive proxy statement, as these materials will contain
important information about BEN, DHC and the Business Combination.
The definitive proxy statement will be mailed to shareholders of
DHC as of a record date to be established for voting on the
Business Combination. Shareholders will also be able to obtain
copies of the proxy statement and other documents filed with the
SEC that will be incorporated by reference in the proxy statement,
without charge, once available, at the SEC’s web site at
www.sec.gov, or by directing a request to: DHC Acquisition Corp.,
1900 West Kirkwood Blvd, Suite 1400B, Southlake, TX 76092.
Participants in the Solicitation
DHC and its directors and executive officers may be deemed
participants in the solicitation of proxies from DHC’s shareholders
with respect to the Business Combination. A list of the names of
those directors and executive officers and a description of their
interests in DHC is contained in DHC’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2022, which was filed with
the SEC and is available free of charge at the SEC’s web site at
www.sec.gov, or by directing a request to DHC Acquisition Corp.,
1900 West Kirkwood Blvd, Suite 1400B, Southlake, TX 76092.
Additional information regarding the interests of such participants
will be contained in the proxy statement/prospectus for the
Business Combination when available. BEN and its directors and
executive officers may also be deemed to be participants in the
solicitation of proxies from the shareholders of DHC in connection
with the Business Combination. A list of the names of such
directors and executive officers and information regarding their
interests in the Business Combination will be included in the
Registration Statement when available.
Investor Presentation
A copy of the investor presentation can be found here:
https://beninc.ai/investors
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC (“CCM”), is serving as exclusive financial
advisor and lead capital markets advisor to DHC. Klehr Harrison
Harvey Branzburg LLP and Haynes & Boone, LLP are acting as
legal counsel to BEN. Cooley LLP is acting as legal counsel to DHC.
Evora Partners LLC is acting as advisor to DHC.
About BEN
BEN (Brand Engagement Network) is a leading provider of
conversational AI technology and human-like AI avatars
headquartered in Jackson, WY. BEN delivers highly personalized,
multi-modal (text, voice, and vision) AI engagement, with a focus
on industries where there is a massive workforce gap and an
opportunity to transform how consumers engage with networks,
providers, and brands. The backbone of BEN’s success is a rich
portfolio of conversational AI applications that drive better
customer experience, increased automation and operational
efficiencies. Powered by a proprietary large language model
developed based on years of research and development from leading
experts in AI and advanced security methodologies, BEN seeks to
partner with companies with complementary capabilities and networks
to enable meaningful business outcomes.
Additional information about BEN can be found here:
https://beninc.ai
About DHC Acquisition Corp.
DHC Acquisition Corp. (Nasdaq: DHCA) is a special purpose
acquisition company (SPAC) focused on partnering with an innovative
technology company. DHC’s mission is to invest in companies which
are charting the future of how humans and business interact at the
last mile, spanning enterprise infrastructure, industrial IoT,
automation, retail and E-commerce infrastructure, automotive, and
aerospace. We endeavour to enable the applications of innovative
technology and business models which bring goods, people, or
information to its final destination.
DHC’s approach to business is based on teamwork, integrity and
quiet professionalism, qualities we learned during our extensive
training in the military. We bring our unique hybrid experience and
our values into the corporate world, building high performing teams
in a range of specialized industries: technology, consumer,
aviation, defense, automotive, investment banking, capital markets,
and asset management. Our collective experience includes: >25
years as CEOs of public companies, 8 companies founded, 13
companies acquired, and >55 years in military leadership.
Forward Looking Statements
Certain statements made in this release are "forward looking
statements" within the meaning of the "safe harbor" provisions of
the United States Private Securities Litigation Reform Act of 1995.
When used in this press release, the words "estimates,"
"projected," "expects," "anticipates," "forecasts," "plans,"
"intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or
the negative versions of such words or expressions) are intended to
identify forward-looking statements. These forward-looking
statements are not guarantees of future performance, conditions or
results, and involve a number of known and unknown risks,
uncertainties, assumptions and other important factors, many of
which are outside DHC’s or BEN’s control, that could cause actual
results or outcomes to differ materially from those discussed in
the forward-looking statements. Important factors, among others,
that may affect actual results or outcomes include the inability to
complete the Business Combination; the inability to recognize the
anticipated benefits of the proposed Business Combination; the
inability to meet Nasdaq’s listing standards; costs related to the
Business Combination; BEN’s ability to manage growth; BEN’s ability
to execute its business plan; impact of BEN’s M&A activity,
including the resources required to complete acquisitions or any
resulting unanticipated losses, costs or liabilities; BEN’s ability
to compete in the global AI market; weak economic conditions or
prolonged economic uncertainties in the markets in which BEN
operates; potential litigation involving DHC or BEN; BEN’s ability
to adequately protect its intellectual property and general
economic and market conditions impacting demand for BEN’s products
and services. Other factors include the possibility that the
Business Combination does not close, including due to the failure
to receive required security holder approvals, or the failure of
other closing conditions. Neither DHC nor BEN undertakes any
obligation to update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise,
except as required by law.
Disclaimer
This release shall neither constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which the offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
Additional information and disclosures would be required for a more
complete understanding of BEN’s financial position and results of
operations as of, and for the fiscal year ended, December 31,
2022.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230907573011/en/
Investors: Ryan Flanagan, ICR
ryan.flanagan@icrinc.com
Media: Dan Brennan, ICR dan.brennan@icrinc.com
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