As currently contemplated by IVCA and BTH, it is expected that Pubco will continue to invest in Australia,
including the potential establishment of an AI Technology Center based around the existing BTH team in Tasmania.
As currently contemplated, the
Transaction does not have any financing conditions and is subject to, among other things, the entry into definitive agreements by IVCA and BTH, which IVCA believes are close to finalization and execution. Once the binding definitive agreements have
been executed, IVCA expects that the Transaction will be subject to customary closing conditions, including the receipt of IVCA shareholder approval, BTH shareholder approval, and the receipt of approval by both U.S. and Australian regulators.
About IVCA
IVCA was formed for the purpose of effecting
a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
Cautionary Note Regarding Forward-Looking Statements
This press release includes certain statements that are not historical facts, but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends that are not statements of historical matters. These forward-looking statements are based on various assumptions, whether or not identified in this press release, and on current
expectations of the management of IVCA 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 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 IVCA.
Potential risks and uncertainties that could cause the actual results to differ materially from those express or implied by forward-looking statements include, but are not limited to, the ability of BTH and IVCA to sign definitive documentation in
connection with the Transaction on a timely basis or at all, the outcome of any legal proceedings that may be instituted in connection with the Transaction, delays in obtaining or the inability to obtain necessary regulatory approvals or complete
regulatory reviews required to complete the Transaction, the risk that the Transaction disrupts current plans and operations, the inability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things,
competition, the ability of Pubco to grow and manage growth profitably with customers and suppliers and retain key employees, costs related to the Transaction, the risk that the Transaction does not close at all, changes in applicable laws or
regulations, the possibility that IVCA may be adversely affected by other economic, business, and/or competitive factors, uncertainty caused by the impacts from the conflict in Russia and Ukraine and risking levels of inflation and interest rates,
the risk that the approval of the shareholders of BTH or IVCA is not obtained, BTH’s and IVCA’s ability to satisfy the conditions to closing of the Transaction, and the risks discussed in IVCA’s public records filed with the U.S.
Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on
Form 8-K, as well as preliminary and definitive proxy statements/prospectuses that Investcorp may file with the SEC in connection with the Transaction. If any of these risks materialize or IVCA’s
assumptions prove incorrect, actual
