NEW ORLEANS, Feb. 13, 2020 /PRNewswire/ -- Tiberius
Acquisition Corp. (NASDAQ: TIBR) ("Tiberius") today announced that
it has entered into a warrant purchase agreement (the "Warrant
Purchase Agreement") with a holder of Tiberius' outstanding public
warrants pursuant to which Tiberius will repurchase from such
holder 3,000,000 of Tiberius' public warrants at a price of
$1.425 per warrant, for an aggregate
purchase price of $4,275,000, upon
the closing of the proposed business combination (the "IGI Business
Combination") between Tiberius and International General Insurance
Holdings Limited, a company organized under the laws of the Dubai
International Financial Center ("IGI"). To date, Tiberius has
entered into agreements, including the Warrant Purchase Agreement,
to repurchase a total of 6,000,000 of its warrants upon the closing
of the IGI Business Combination. All repurchased warrants will
be immediately retired.
Tiberius also announced that its sponsor, Lagniappe Ventures
LLC, has agreed to forfeit and cancel 180,000 of its shares of
common stock of Tiberius upon the closing of the IGI Business
Combination.
Tiberius intends to close the IGI Business Combination within
two business days after satisfaction of the requisite closing
conditions and approvals contained in the definitive agreement for
the IGI Business Combination. Upon the closing of the IGI Business
Combination, International General Insurance Holdings Ltd., a
Bermuda exempted company ("IGI
Holdings"), will become the publicly traded combined company, with
its shares trading on the Nasdaq Capital Market under the ticker
"IGIC".
About IGI:
IGI is a leading international specialist commercial insurer and
reinsurer, underwriting a diverse portfolio of specialty lines.
Established in 2001, IGI is an entrepreneurial business with a
worldwide portfolio of energy, property, construction &
engineering, ports & terminals, financial institutions,
casualty, legal expenses, general aviation, professional indemnity,
marine liability, political violence, forestry and reinsurance
treaty business. Registered in the Dubai International Financial
Centre with operations in Bermuda,
London, Amman, Labuan and Casablanca, IGI always aims to deliver
outstanding levels of service to clients and brokers. IGI is rated
"A" (Excellent) with a Stable outlook by AM Best and "A-"with a
Stable outlook by S&P Global Ratings. For more information
about IGI, please visit www.iginsure.com.
About Tiberius:
Tiberius is a blank check company with over $200 million of capital in trust and forward
purchase commitments and is led by Michael
Gray and Andrew Poole.
Tiberius was formed for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or similar business combination
with one or more target businesses in the insurance sector. The
executives and Board of Directors of Tiberius have greater than 140
years of public company operational, regulatory and insurance
public company leadership. For more information about Tiberius,
please visit www.tiberiusco.com.
Important Information About the Proposed Transaction and Where
to Find It:
In connection with the proposed transaction, IGI Holdings has filed
a registration statement on Form F-4 (the "F-4") with the
Securities and Exchange Commission (the "SEC") which will include a
prospectus with respect to IGI Holding's securities to be issued in
connection with the proposed business combination and a proxy
statement with respect to Tiberius's stockholder meeting at which
Tiberius's stockholders will be asked to vote on the proposed
transaction. Tiberius's stockholders and other interested persons
are advised to read the F-4 and the amendments thereto and other
information filed with the SEC in connection with the proposed
transaction, as these materials contain important information about
IGI, Tiberius, and the proposed transaction. When available, the
proxy statement contained in the F-4 and other relevant materials
for the proposed transaction will be mailed to stockholders of
Tiberius as of a record date to be established for voting on the
proposed transaction. Stockholders will also be able to obtain
copies of the F-4 and other documents filed with the SEC, without
charge at the SEC's website at www.sec.gov, or by directing a
request to: Tiberius Acquisition Corp., 3601 N Interstate 10
Service Rd W, Metairie, LA
70002.
Participants in the Solicitation:
Tiberius, IGI, IGI Holdings, and certain of their respective
directors and executive officers may be deemed participants in the
solicitation of proxies from Tiberius's stockholders with respect
to the proposed transaction. A list of the names of Tiberius's
directors and executive officers and a description of their
interests in Tiberius is contained in Tiberius's annual report on
Form 10-K for the fiscal year ended December
31, 2019, 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 Tiberius Acquisition Corp., 3601 N Interstate 10 Service
Rd W, Metairie, LA 70002,
Attention: Bryce Quin. Additional
information regarding the interests of such participants is
contained in the F-4.
IGI and certain of its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the stockholders of Tiberius in connection with the proposed
transaction. A list of the names of such directors and executive
officers is included in the F-4 when available.
No Offer or Solicitation:
This press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of the proposed transaction. This press release shall also
not 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 states or jurisdictions in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements:
This press release includes "forward-looking statements" within the
meaning of the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995. The expectations, estimates, and
projections of the businesses of Tiberius, IGI and IGI Holdings may
differ from their actual results and consequently, you should not
rely on these forward looking statements as predictions of future
events. Words such as "expect," "estimate," "project," "budget,"
"forecast," "anticipate," "intend," "plan," "may," "will," "could,"
"should," "believes," "predicts," "potential," "continue," and
similar expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, expectations with respect to future performance,
projected financial information, statements regarding the
anticipated financial impact of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction,
including without limitation receipt of all required regulatory
approvals, and the timing of the completion of the proposed
transaction. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors
are outside of the control of Tiberius, IGI, and IGI Holdings and
are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement, (2) the outcome
of any legal proceedings that may be instituted against the parties
following the announcement of the business combination agreement
and the transactions contemplated therein; (3) the inability to
complete the proposed transaction, including due to failure to
obtain approval of the stockholders of Tiberius or other conditions
to closing in the business combination agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the business combination agreement
or could otherwise cause the transaction to fail to close; (5) the
receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the
proposed transaction; (6) the inability to obtain or maintain the
listing of the post-acquisition company's common shares on Nasdaq
in connection with or following the closing of the proposed
transaction; (7) the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and
consummation of the proposed transaction; (8) the potential
inability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably and retain its key employees; (9) costs related
to the proposed transaction; (10) changes in applicable laws or
regulations; (11) the demand for IGI's and the combined company's
services together with the possibility that IGI or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; and (12) other risks and uncertainties
indicated from time to time in the proxy statement relating to the
proposed transaction, including those under "Risk Factors" therein,
and in Tiberius's other filings with the SEC. The foregoing list of
factors is not exclusive. In addition, any financial projections
issued by the parties are inherently based on various estimates and
assumptions that are subject to the judgment of those preparing
them and are also subject to significant economic, competitive,
industry and other uncertainties and contingencies, all of which
are difficult or impossible to predict and many of which are beyond
the control of Tiberius and IGI. There can be no assurance that
IGI's financial condition or results of operations will be
consistent with those set forth in such financial projections. You
should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. Tiberius, IGI,
and IGI Holdings do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
Tiberius Acquisition Investor Contact:
Andrew Poole, Chief Investment Officer
apoole@tiberiusco.com
International General Insurance Investor
Contact:
Robin Sidders, Head
of Investor Relations
+ 44 (0) 20 7220 4937
Robin.Sidders@iginsure.com
View original content to download
multimedia:http://www.prnewswire.com/news-releases/tiberius-acquisition-corp-announces-agreements-for-additional-warrant-repurchase-by-tiberius-and-partial-forfeiture-of-common-stock-by-its-sponsor-301004214.html
SOURCE Tiberius Acquisition Corporation