International General Insurance Holdings Limited (“IGI”) today
announced that it has received regulatory approval from the UK
Prudential Regulation Authority (PRA) and Financial Conduct
Authority (FCA) in connection with its previously announced
business combination with Tiberius Acquisition Corporation (NASDAQ:
TIBR) (“Tiberius”), a publicly traded special purpose acquisition
company.
The PRA approval was received on February 24, 2020, and the FCA
approval was received on February 25, 2020. These approvals are the
last remaining insurance regulatory approvals necessary to
successfully complete the transaction with Tiberius. IGI has
already received regulatory approvals from the Bermuda Monetary
Authority (BMA) and the Dubai Financial Services Authority
(DFSA).
IGI intends to close its previously-announced business
combination with Tiberius as promptly as practicable following
satisfaction of the requisite closing conditions and approvals
contained in the Business Combination Agreement between the
parties. Upon the closing of the business combination, the
continuing public parent company of the combined entities will be
International General Insurance Holdings Ltd., organized in
Bermuda, and the existing IGI will become a subsidiary of this
Bermuda parent company. We expect that the common shares and
warrants of the Bermuda parent company will be listed on the NASDAQ
Capital Market under the ticker symbol “IGIC” and “IGICW”
respectively.
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. Tiberius’
common stock, warrants and units currently are listed on Nasdaq
under the ticker symbols “TIBR”, “TIBRW” and “TIBRU”. 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, International
General Insurance Holdings Limited (“IGI Holdings”) has filed a
registration statement on Form F-4 (the “F-4”) with the Securities
and Exchange Commission (the “SEC”) which includes a prospectus
with respect to IGI Holdings’ securities to be issued in connection
with the proposed transaction and a proxy statement with respect to
Tiberius’s special meeting of stockholders 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. The proxy statement contained in the F-4
and other relevant materials for the proposed transaction are being
mailed to stockholders of Tiberius as of the record date that has
been established for the special meeting of stockholders.
Stockholders also are 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
Corporation, 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.
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 and IGI Holdings’ 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200226005482/en/
Tiberius Acquisition Investor Contact: Andrew Poole,
Chief Investment Officer Email: apoole@tiberiusco.com
International General Insurance Investor Contact: Robin
Sidders, Head of Investor Relations T: + 44 (0) 20 7220 4937 Email:
Robin.Sidders@iginsure.com
Tiberius Acquisition (NASDAQ:TIBR)
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