BigBear.ai (NYSE: BBAI), a leading provider of AI-enabled
business intelligence solutions, today announced a definitive
merger agreement to acquire Pangiam Intermediate Holdings, LLC
(Pangiam), a leader in Vision AI for the global trade, travel, and
digital identity industries, for approximately $70 million in an
all-stock transaction. The combined company will create one of the
industry’s most comprehensive Vision AI portfolios, combining
Pangiam’s facial recognition and advanced biometrics
with BigBear.ai’s computer vision capabilities, positioning
the company as a foundational leader in one of the fastest growing
categories for the application of AI. The proposed acquisition
is expected to close in the first quarter of 2024, subject to
customary closing conditions, including approval by the holders of
a majority of BigBear.ai’s outstanding common shares and receipt of
regulatory approval.
Today, over 20 US Government Defense and Intelligence customers
and 160 Commercial enterprises leverage BigBear.ai’s
predictive analytics capabilities. The Pangiam acquisition will
expand BigBear.ai’s customer base and service offerings to major
airlines, airports and identity-verification companies, and
significantly increase its contract portfolio with customers at the
Department of Homeland Security and U.S. Customs and Border
Protection.
“Vision AI has long been considered the holy grail of applied AI
because of its potential to perceive and interact with the world in
a human way,” said Mandy Long, CEO, BigBear.ai. “BigBear.ai’s
acquisition of Pangiam will create a full-vision AI portfolio
– among the first in the industry – leveraging near-field vision AI
in support of localized environments and far-field vision AI in
support of global scale environments. The integration of these two
businesses will result in significant operational benefits for our
shared customers.”
“The combination of Pangiam and BigBear.ai will
position our combined companies to vault solutions currently
available in market,” said Kevin McAleenan, CEO of Pangiam. “With
our shared mission and a complementary customer base and product
set, our teams will be able to pursue larger customer
opportunities, enhance our technology development, and accelerate
our growth. We’re thrilled to soon join
the BigBear.ai team.”
About BigBear.ai
BigBear.ai is a leading provider of AI-powered military and
business intelligence solutions. The company serves three core
markets to include: global supply chain and logistics; autonomous
systems; and cybersecurity. The US Government and enterprises rely
on BigBear.ai’s predictive analytics capabilities to better
understand the implications of changes to their complex
environments, systems, processes, and supply chains. This
intelligence then supports better planning, forecasting, and
decision-making. Headquartered in Columbia, Maryland, BigBear.ai is
a public company traded on the NYSE under the symbol BBAI. For more
information, visit: https://bigbear.ai/ and follow BigBear.ai on
LinkedIn: @BigBear.ai.
About PangiamPangiam is a leading provider of
near-field vision AI technology for global trade, travel, and
digital identity industries. Airlines, airports, and US Government
agencies rely on Pangiam’s vision AI, analytics capabilities, and
expertise to streamline operations, secure facilities, and verify
identity. Pangiam is headquartered in Tysons Corner, VA. For more
information, visit: https://pangiam.com/.
Additional Information and Where to Find It
Important Additional Information Will be Filed with the SEC
BigBear.ai Holdings, Inc. (“BBAI”) will file with the United
States Securities and Exchange Commission (the “SEC”) a proxy
statement of BBAI relating to a special meeting of BBAI’s
stockholders (the “proxy statement”). STOCKHOLDERS ARE URGED TO
CAREFULLY READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS TO
BE FILED WITH THE SEC IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT BBAI, PANGIAM
INTERMEDIATE HOLDINGS, LLC (“PANGIAM”), THE PROPOSED TRANSACTIONS
AND RELATED MATTERS. Stockholders will be able to obtain free
copies of the proxy statement and other documents filed with the
SEC by the parties through the website maintained by the SEC at
www.sec.gov. In addition, investors and stockholders will be able
to obtain free copies of the proxy statement and other documents
filed with the SEC by the parties on BBAI’s website at
https://ir.bigbear.ai.
Participants in the Solicitation
BBAI and Pangiam and their respective directors and executive
officers may be deemed to be participants in the solicitation of
proxies from the stockholders of BBAI in respect of the proposed
transactions contemplated by the proxy statement. Information
regarding the persons who are, under the rules of the SEC,
participants in the solicitation of the stockholders of BBAI,
respectively, in connection with the proposed transactions,
including a description of their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement when it is filed with the SEC. Information regarding
BBAI’s directors and executive officers is contained in BBAI’s
Annual Report on Form 10-K for the year ended December 31, 2022 and
its Proxy Statement on Schedule 14A, dated May 24, 2023, which are
filed with the SEC.
No Offer or Solicitation
This communication is not intended to and does not constitute an
offer to sell or the solicitation of an offer to subscribe for or
buy or an invitation to purchase or subscribe for any securities or
the solicitation of any vote in any jurisdiction pursuant to the
proposed transactions or otherwise, nor shall there be any sale,
issuance or transfer of securities in any jurisdiction in
contravention of applicable law.
Forward-Looking Statements
This communication contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995
concerning BBAI and Pangiam, the proposed transactions and other
matters. We intend such forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in Section 27A of the Securities Act of 1933, as amended and
Section 21E of the Securities Exchange Act, as amended. All
statements contained in this communication other than statements of
historical facts, including without limitation statements
concerning the completion, timing and terms of the proposed
transactions, and related matters are forward-looking statements.
Words such as “believe” “may,” “will,” “expect,” “should,” “could,”
“would,” “anticipate,” “aim,” “estimate,” “intend,” “plan,”
“believe,” “potential,” “continue,” “project,” “target,” “is/are
likely to,” “forecast,” “future,” “guidance,” “possible,”
“predict,” “seek,” “see,” or the negative of these terms or other
similar expressions are intended to identify forward-looking
statements, though not all forward-looking statements use these
words or expressions. These statements are neither promises nor
guarantees, but involve known and unknown risks, uncertainties and
other important factors that may cause our actual results,
performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by
the forward-looking statements, including, but not limited to, the
following: failure to consummate the proposed transactions; failure
to make or take any filing or other action required to consummate
the proposed transactions in a timely matter or at all; failure to
obtain applicable regulatory or shareholder approvals in a timely
manner or otherwise; failure to satisfy other closing conditions to
the proposed transactions; the potential impact of announcement or
consummation of the proposed transactions on relationships with
third parties, including clients, employees and competitors; risks
that the new businesses will not be integrated successfully or that
the combined companies will not realize estimated cost savings;
failure to realize anticipated benefits of the combined operations;
potential litigation relating to the proposed transactions and
disruptions from the proposed transactions that could harm BBAI’s
or Pangiam’s respective businesses. These and other important
factors discussed under the caption “Risk Factors” in BBAI’s Annual
Report on Form 10-K/A for the year ended December 31, 2022 filed
with the Securities and Exchange Commission (“SEC”) on April 7,
2023, as may be updated from time to time in other filings BBAI
makes with the SEC including its Quarterly Report on Form 10-Q for
the quarter ended on June 30, 2023 that was filed with the SEC on
August 10, 2023, could cause actual results to differ materially
from those indicated by the forward-looking statements made in this
communication.
These statements reflect management’s current expectations
regarding future events and operating performance and speak only as
of the date of this communication. You should not put undue
reliance on any forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements
are reasonable, we cannot guarantee that future results, levels of
activity, performance and events and circumstances reflected in the
forward-looking statements will be achieved or will occur. Except
as required by law, we undertake no obligation to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, after the date on which
the statements are made or to reflect the occurrence of
unanticipated events.
Contacts
BigBear.ai
Ryan Stengermedia@bigbear.ai
BigBear ai (NYSE:BBAI)
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