BigBear.ai to acquire Pangiam for $70M in stock; combines Vision AI portfolios

BigBear.ai Holdings, Inc.

Purchase price $70M payable solely in BigBear.ai common stock, at $1.3439 per share (20-day VWAP).
Acquisition expands BigBear.ai’s customer base to airlines, airports, CBP; adds facial recognition & biometrics.
Expected close Q1 2024, subject to stockholder approval, UK regulatory clearance, and other conditions.
AE Industrial Partners owns majority of both companies; special committee approved the deal.
Seller subject to one-year lockup on shares; BigBear.ai obtained representation and warranty insurance.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

BigBear.ai Holdings, Inc. entered into Merger Agreement with Pangiam Intermediate Holdings, LLC, AE Industrial Partners, LP and certain affiliates valued at $70 million (effective 2023-11-04).

Action: entry
Agreement: merger
Counterparty: Pangiam Intermediate Holdings, LLC, AE Industrial Partners, LP and certain affiliates
Value: $70 million
Effective: 2023-11-04

Exact text from the filing

On November 4, 2023, BigBear.ai Holdings, Inc. (“BigBear.ai” or the “Company”) entered into an agreement and plan of mergers (the “Merger Agreement”) with Pangiam Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Merger Sub”), Pangiam Purchaser, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Pangiam Purchaser”), Pangiam Ultimate Holdings, LLC, a Delaware limited liability company (the “Seller”), and Pangiam Intermediate Holdings, LLC, a Delaware limited liability company (“Pangiam Intermediate”)

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BigBear.ai Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-270819

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