Special Meeting of GigCapital4, Inc.
Stockholders Scheduled for December 3, 2021 to Approve Business
Combination
BigBear.ai to be Listed on the NYSE under
"BBAI" and “BBAIW” Ticker Symbols
GigCapital4, Inc. (“GigCapital4”; Nasdaq: GIGGU, GIG, GIGGW), a
private-to-public equity (PPE)™ entity also known as special
purpose acquisition company (“SPAC”), announced today that it has
filed on November 5 its definitive proxy statement/prospectus with
the U.S. Securities and Exchange Commission ("SEC") in connection
with GigCapital4’s Special Meeting of Stockholders relating to the
previously announced business combination (the “Business
Combination”) with BigBear.ai, a leading provider of artificial
intelligence (“AI”), machine learning, cloud-based big data
analytics, and cyber engineering solutions.
The Special Meeting of GigCapital4's stockholders will be held
at 1 p.m. Eastern Time/10 a.m. Pacific Time on December 3, 2021 in
connection with the Business Combination. The proxy
statement/prospectus is being mailed to the Company's stockholders
of record as of the close of business on October 5, 2021 (the
"Record Date").
Upon closing of the transaction, the combined company will be
named BigBear.ai, Inc. and its shares of common stock and warrants
are expected to trade on the New York Stock Exchange under the
symbols "BBAI" and “BBAIW,” respectively.
BigBear.ai’s suite of AI-powered technology transforms complex,
raw data into knowledge to optimize human decision making. Its
end-to-end software and technology operationalizes artificial
intelligence and machine learning (“AI/ML”) at scale, and
integrates easily into public and private sector customers’
existing technology.
Dr. Raluca Dinu, Founding Managing Partner of GigCapital Global
and CEO of GigCapital4, said, “BigBear.ai provides a unique
platform of advanced AI and machine learning capabilities at a
critical period of growth in the AI/ML market. With a strong
financial position, deep network of relationships and talented
management team, BigBear.ai is well positioned to capitalize on
opportunities in the commercial and defense sectors. We look
forward to continuing our collaboration with BigBear.ai on the path
to completing the business combination.”
Dr. Reggie Brothers, Chief Executive Officer of BigBear.ai,
said, “We are pleased to reach this milestone and take the next
step on the path toward becoming a public company. This transaction
will allow us to accelerate our growth plans and leverage the
massive opportunity in the fast-growing AI/ML addressable market.
Across the public and commercial sectors, organizations are
overwhelmed by an immense volume of data, and that data is
accumulating at an accelerated pace. BigBear.ai operationalizes AI
to cut through the noise and help customers get to a better
outcome. With over 20 years of experience using data analytics to
help our customers improve their competitive positioning by making
better and faster decisions, we are excited to expand our
capabilities and bring our expertise to more customers across the
public and commercial markets.”
Jeffrey Hart, Principal at AE Industrial Partners, said,
“BigBear.ai has been trusted by its diverse base of government and
defense customers to support mission-critical decision making for
years, and the company is now positioned to bring that expertise to
an expanding market of commercial and state and local government
customers. This transaction provides the resources to make this
vision a reality by funding investments in sales and marketing,
R&D and targeted M&A.”
Kirk Konert, Partner at AE Industrial Partners, said, “AE
Industrial is proud to have supported BigBear.ai’s journey to
become a leading AI public company since its founding and looks
forward to being part of its continued success. As the major
shareholder, AE Industrial is excited about the growth and
long-term stability of this company. I am also thrilled to continue
to serve as a board member of the company and help leverage AE’s
strategic expertise to further BigBear.ai’s future success.”
As previously announced, the transaction values BigBear.ai at a
pro forma enterprise value of approximately $1.57 billion, implying
an EV / FY2022E multiple of 5.6x. Assuming no redemptions by
GigCapital4 public stockholders, the Company is expected to have
approximately $330 million in cash upon closing of the transaction,
providing the capital flexibility needed to support organic and
inorganic growth. The cash component of the purchase price to be
paid to the equity holders of BigBear.ai is expected to be funded
by GigCapital4's cash in trust (minus any redemptions by public
stockholders), and a $200 million convertible senior unsecured note
private placement with institutional investors including Fortress,
Marathon, and Highbridge. The 5-year unsecured convertible notes,
which shall bear interest at a rate of 6% per annum, are
convertible into common shares of the combined company at a
conversion price of $11.50.
Virtual Meeting Information The GigCapital4 Special
Meeting of Stockholders can be accessed by visiting
www.virtualshareholdermeeting.com/GIG2021SM, where GigCapital4
stockholders will be able to listen to the meeting, submit
questions and vote online. GigCapital4 encourages its stockholders
to read the entire final proxy statement/prospectus, including the
Annexes and other documents referred to therein, carefully and in
their entirety. Holders of GigCapital4 stock who need assistance
voting or have questions regarding the Extraordinary General
Meeting may contact GigCapital4’s proxy solicitor, Morrow Sodali,
at (203) 658-9400 or email at
GIG.info@investor.morrowsodali.com.
Advisor William Blair is serving as exclusive financial
advisor, Kirkland and Ellis LLP is serving as legal counsel, and
Grant Thornton is serving as auditor to BigBear.ai. Oppenheimer
& Co Inc. is serving as Capital Markets Advisor and Placement
Agent, and BMO Capital Markets is serving as Exclusive Financial
Advisor, DLA Piper LLP (US) is serving as legal counsel, and BPM
LLP is serving as auditors to GigCapital4. Mayer Brown LLP is
serving as legal counsel to Oppenheimer & Co Inc., BMO Capital
Markets and William Blair.
About BigBear.ai A leader in decision dominance for more
than 20 years, BigBear.ai operationalizes artificial intelligence
and machine learning at scale through its end-to-end data analytics
platform. The Company uses its proprietary AI/ML technology to
support its customers’ decision-making processes and deliver
practical solutions that work in complex, realistic and imperfect
data environments. BigBear.ai’s composable AI-powered platform
solutions work together as often as they stand alone: Observe (data
ingestion and conflation), Orient (composable machine learning at
scale), and Dominate (visual anticipatory intelligence and
optimization).
BigBear.ai’s customers, which include the U.S. Intelligence
Community, Department of Defense, the U.S. Federal Government, as
well as customers in the commercial sector, rely on BigBear.ai’s
high value software products and technology to analyze information,
identify and manage risk, and support mission critical decision
making. Headquartered in Columbia, Maryland, BigBear.ai has
additional locations in Virginia, Massachusetts, Michigan, and
California. For more information, please visit: http://bigbear.ai/
and follow BigBear.ai on Twitter: @BigBearai.
About GigCapital4 GigCapital4, Inc. is a
Private-to-Public Equity (PPE)™ company, also known as a blank
check company or special purpose acquisition company (SPAC),
focusing on the technology, media and telecommunications (TMT) and
sustainable industries. It was sponsored by GigAcquisitions4, LLC,
which was founded by GigFounders, LLC, each a member entity of
GigCapital Global, and formed for the purpose of entering into a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization or similar business combination
with one or more businesses.
“Private-to-Public Equity (PPE)” is a trademark of GigFounders,
LLC, an affiliate GigCapital4, and is used pursuant to
agreement.
Participants in Solicitation BigBear.ai, GigCapital4 and
their respective directors and executive officers and other persons
may be deemed to be participants in the solicitations of proxies
from GigCapital4’s stockholders in respect of the proposed business
combination and related transactions. Information regarding
GigCapital4’s directors and executive officers is available in its
final prospectus prepared and filed with the SEC on February 10,
2021 under Rule 424(b)(4) promulgated by the SEC pursuant to the
Securities Act of 1933, as amended (the “Securities Act”) and
related to its previously filed Registration Statement on Form S-1.
Additional information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests is contained in the definitive proxy statement related to
the proposed business combination and related transactions, and
which can be obtained free of charge from the sources indicated
above.
Additional Information and Where to Find It In connection
with the proposed business combination, GigCapital4 has filed with
the Securities and Exchange Commission (the “SEC”) a definitive
proxy statement under the rules of the Securities Exchange Act of
1934, as amended (the “Exchange Act”). GigCapital4 will
subsequently mail a definitive proxy statement relating to the
proposed business combination to its stockholders. This press
release does not contain all the information that should be
considered concerning the proposed business combination and is not
intended to form the basis of any investment decision or any other
decision in respect of the business combination. Additional
information about the proposed business combination and related
transactions will be described in GigCapital4’s proxy statement
relating to the proposed business combination and the respective
businesses of GigCapital4 and BigBear.ai. The proposed business
combination and related transactions will be submitted to
stockholders of GigCapital4 for their consideration. GigCapital4’s
stockholders and other interested persons are advised to read the
definitive proxy statement and other documents filed in connection
with GigCapital4’s solicitation of proxies for its special meeting
of stockholders to be held to approve, among other things, the
proposed business combination and related transactions, because
these materials will contain important information about
BigBear.ai, GigCapital4 and the proposed business combination and
related transactions. The definitive proxy statement and other
relevant materials for the proposed business combination will be
mailed to stockholders of GigCapital4 as of October 5, 2021, which
has been established as the record date for voting on the proposed
business combinations and related transactions.
Stockholders may also obtain a copy of the definitive proxy
statement, as well as other documents filed with the SEC by
GigCapital4, without charge, at the SEC’s website located at
www.sec.gov or by directing a request to Brad Weightman, Vice
President and Chief Financial Officer, GigCapital4, Inc., 1731
Embarcadero Rd., Suite 200, Palo Alto, CA 94303, or by telephone at
(650) 276-7040.
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of Section 27A of the
Securities Act, and Section 21E of the Exchange Act.
Forward-looking statements may be identified by the use of words
such as “estimate,” “plan,” “project,” “forecast,” “intend,”
“will,” “expect,” “anticipate,” “believe,” “seek,” “target” or
other similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements include, but are not limited to,
statements regarding estimates and forecasts of other financial and
performance metrics, projections of market opportunity and market
share, and the timing of the consummation of the business
combination. These statements are based on various assumptions,
whether or not identified in this press release, and on the current
expectations of management of GigCapital4 and are not predictions
of actual performance. These forward-looking statements are
provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by any investor as, a
guarantee, an assurance, a prediction or a definitive statement of
fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many
actual events and circumstances are beyond the control of
GigCapital4. These forward-looking statements are subject to a
number of risks and uncertainties, including changes in domestic
and foreign business, market, financial, political, and legal
conditions; the inability of the parties to successfully or timely
consummate the proposed business combination, including the risk
that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could
adversely affect the combined company or the expected benefits of
the proposed business combination or that the approval of
stockholders is not obtained; failure to realize the anticipated
benefits of the proposed business combination; risks relating to
the uncertainty of the projected financial information with respect
to BigBear.ai; risks related to the rollout of BigBear.ai's
business and the timing of expected business milestones; the
effects of competition on BigBear.ai's future business; the amount
of redemption requests made by GigCapital4's public stockholders;
the ability of GigCapital4 or the combined company to issue equity
or equity-linked securities in connection with the proposed
business combination or in the future. If any of these risks
materialize or GigCapital4’s assumptions prove incorrect, actual
results could differ materially from the results implied by these
forward-looking statements. Additional factors that could cause
actual results to differ are discussed under the heading “Risk
Factors” and in other sections of GigCapital4’s filings with the
SEC, and in GigCapital4’s current and periodic reports filed or
furnished from time to time with the SEC. There may be additional
risks that neither GigCapital4 nor BigBear.ai presently know or
that they currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking statements
reflect GigCapital4 and BigBear.ai’s expectations, plans or
forecasts of future events and views as of the date of this press
release, based on information available to GigCapital4 and
BigBear.ai as of the date hereof. GigCapital4 and BigBear.ai assume
no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
may be required under applicable securities laws. While GigCapital4
and BigBear.ai may elect to update these forward-looking statements
at some point in the future, GigCapital4 and BigBear.ai
specifically disclaim any obligation to do so. These
forward-looking statements should not be relied upon as
representing GigCapital4's and BigBear.ai's assessments as of any
date subsequent to the date of this press release. Accordingly,
undue reliance should not be placed upon the forward-looking
statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20211108005581/en/
For BigBear.ai: Reevemark Paul Caminiti/Delia Cannan/Pam
Greene 212-433-4600 bigbear.ai@reevemark.com For
GigCapital4: ICR Brian Ruby Brian.ruby@icrinc.com
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