- Tiberius Acquisition Corporation (“Tiberius”) succeeded by
International General Insurance Holdings Ltd. (“IGI Holdings”) as a
U.S. public company
- IGI Holdings will trade on the NASDAQ Capital Market
(“Nasdaq”) under the ticker symbol IGIC
- Approximately $146 million of gross equity capital raised
with approximately $40 million of equity capital contributed to
IGI’s balance sheet positioning IGI to take advantage of attractive
worldwide (re)insurance market conditions
- IGI Holdings pro forma book value per share as of February
29, 2020 to be approximately $7.81
International General Insurance Holdings Limited (“IGI” or the
“Company”) and Tiberius Acquisition Corporation (“Tiberius”)
(NASDAQ: TIBR) are pleased to announce the consummation of
the previously announced business combination between them pursuant
to a business combination agreement dated October 10, 2019.
The business combination was approved by Tiberius stockholders
at a Special Meeting of Stockholders on Friday, March 13, 2020, and
previously approved by former IGI shareholders, who exchanged 100%
of the outstanding shares of the former IGI for common shares of
IGI Holdings, plus an aggregate of $80 million. As a result, the
former Dubai-registered IGI became a wholly-owned subsidiary of the
new public company, registered in Bermuda, named International
General Insurance Holdings Limited (“IGI Holdings”). IGI Holdings
Ltd. will trade on the Nasdaq Capital Market under the symbol
“IGIC”.
As part of the transaction, Tiberius and IGI raised
approximately $146 million of gross equity capital (including
non-redeeming Tiberius shareholders and equity raised in private
placements) with approximately $40 million of equity capital
contributed to IGI’s balance sheet. The capital will support IGI’s
core specialty (re)insurance business and position it to take
advantage of attractive worldwide market conditions.
Wasef Jabsheh, CEO and Founder of IGI, is serving as Chairman of
the Board of IGI Holdings, which will be composed of highly
respected and a majority of independent directors1.
Key Transaction Terms and Details
The transaction consideration payable to former IGI shareholders
in connection with the business combination is $390.3 million.
IGI’s shareholders’ equity was $314.1 million as of February 29,
2020. Upon transaction close, IGI Holdings pro forma book value per
share was approximately $7.81 2 reflecting IGI’s shareholders’
equity as of February 29, 2020, plus approximately $40 million of
equity capital contributed to IGI’s balance sheet.
In connection with the business combination, Tiberius merged
with a wholly-owned subsidiary of IGI Holdings, with Tiberius
surviving the merger and becoming a wholly-owned subsidiary of IGI
Holdings. The new group holding company is named International
General Insurance Holdings Ltd. and is domiciled in Bermuda. Each
share of Tiberius common stock was exchanged for one IGI Holdings
common share on March 17, 2020. Immediately following the closing
of the business combination, the total number of IGI Holdings
common shares outstanding was 48,447,3063 and the total number of
IGI Holdings warrants outstanding was 17,250,000.
In addition to the common share exchange, each of Tiberius’
public warrants ceased to represent a right to acquire shares of
Tiberius common stock and instead represents the right to acquire
one common share of IGI Holdings on the same terms as in effect
immediately prior to the closing of the business combination. The
warrant exercise price for each IGI Holdings common share is
$11.50.
Also, upon the consummation of the business combination, each
outstanding unit of Tiberius was automatically separated into one
share of Tiberius common stock and one Tiberius warrant, which were
exchanged for one IGI Holdings common share and one IGI Holdings
warrant, respectively.
The IGI Holdings common shares and warrants are expected to
commence trading on Nasdaq on the morning of Wednesday, March 18,
2020, under the ticker symbols “IGIC” and “IGICW”,
respectively.
Tiberius Sponsor Affiliate Purchases 407,000 Tiberius
Shares
In connection with the closing of the business combination, on
March 17, 2020, The Gray Insurance Company, an affiliate of
Tiberius’ sponsor, purchased from Tiberius 407,000 Tiberius shares
for a total of approximately $4 million. The forward purchase
contracts and private placement generated approximately $48 million
of gross proceeds.
Other
In light of the closing of the business combination, Tiberius
has cancelled the special meeting of Tiberius’s stockholders that
had been previously scheduled for March 19, 2020 to vote on an
amendment to its amended and restated certificate of incorporation
to extend the deadline to complete Tiberius’s initial business
combination.
IGI Holdings will file reports and other documents with the
Securities and Exchange Commission as a foreign private issuer and
will report its financial information in accordance with
International Financial Reporting Standards, as adopted by the
International Accounting Standards Board.
---
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 was a blank check company and was 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 had
greater than 140 years of public company operational, regulatory
and insurance public company leadership. For more information about
Tiberius, please visit www.tiberiusco.com.
Non-IFRS Financial Measures:
This press release includes a discussion of pro forma book
value, which is a non-IFRS financial measure. This financial
measure has not been prepared in accordance with IFRS and includes
certain adjustments and modifications which would not be permitted
in financial measures prepared in accordance with IFRS. However,
management believes that this measure is an important measure in
evaluating its business. Management also believes that this
non-IFRS financial measure is useful to investors and other users
of IGI’s financial statements because it provides an additional
tool to compare business performance across periods and among
companies. The presentation of non-IFRS financial measures is
intended to complement, and should not be considered an alternative
to, the presentation of IGI’s results under IFRS. In addition,
non-IFRS financial measures as presented in this press release may
not be comparable to similarly titled measures used by other
companies.
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 business of IGI may differ from
its 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 and statements regarding the
anticipated financial impact of the 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 IGI and are difficult to predict. Factors
that may cause such differences include, but are not limited to:
(1) the risk that the transaction disrupts current plans and
operations; (2) the potential inability to recognize the
anticipated benefits of the transaction, which may be affected by,
among other things, competition, the ability of IGI to grow and
manage growth profitably and IGI’s ability to retain its key
employees; (3) costs related to the transaction; (4) changes in
applicable laws or regulations; (5) the demand for IGI’s services
together with the possibility that IGI may be adversely affected by
other economic, business, and/or competitive factors globally and
in the regions in which it operates; (6) the inability to obtain or
maintain the listing of IGI Holdings’ common shares or warrants on
Nasdaq in connection with or following the closing of the
transaction, including due to the inability to satisfy Nasdaq’s
minimum 300 round lot holder requirement; (7) the outcome of any
legal proceedings that may be instituted against the parties in
connection with or related to the business combination agreement
and the transactions contemplated therein; (8) the potential
effects of the coronavirus pandemic; and (9) other risks and
uncertainties indicated from time to time in the Form F-4 and proxy
statement relating to the transaction, including those under “Risk
Factors” therein, and in IGI Holdings’ other filings with the SEC.
The foregoing list of factors is not exclusive. In addition, any
financial projections and forward-looking statements issued by the
parties (including statements about IGI’s anticipated performance
in 2020 or 2021) 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 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 and forward-looking
statements. You should not place undue reliance upon any
forward-looking statements, which speak only as of the date made.
IGI does 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 its expectations or any change
in events, conditions, or circumstances on which any such statement
is based.
1 Under applicable Nasdaq rules.
2 Book value per share calculation excludes 3,012,500
outstanding out-of-the money sponsor shares which have voting and
dividend rights but are subject to an earnout schedule that ranges
from $11.50 to $15.25 per share of IGIC stock.
3 Includes 3,012,500 outstanding sponsor shares which have
voting and dividend rights but are subject to an earnout schedule
that ranges from $11.50 to $15.25 per share of IGIC stock.
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version on businesswire.com: https://www.businesswire.com/news/home/20200317005514/en/
International General Insurance Investor Contact: Robin
Sidders, Head of Investor Relations T: + 44 (0) 20 7220 4937 M: +
44 (0) 7384 514 785 Email: Robin.Sidders@iginsure.com
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