NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF TIBERIUS ACQUISITION CORPORATION
TO BE HELD ON MARCH 19, 2020
To the Stockholders of Tiberius Acquisition Corporation:
NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), will be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105 (the “Special Meeting”). You are cordially invited to attend the Special Meeting for the purpose of considering and voting on the following proposals (unless Tiberius determines that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in this proxy statement, which is dated March 9, 2020 and is first being mailed to stockholders on or about that date:
1. Proposal No. 1 — Extension Amendment Proposal — To amend Tiberius’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Tiberius has to consummate a business combination (the “Extension”) from March 20, 2020 to April 20, 2020 (the “Extended Date”) (the “Extension Amendment Proposal”); and
2. Proposal No. 2 — Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Tiberius additional time to complete the proposed transactions (the “Business Combination”) pursuant to that certain Business Combination Agreement, dated as of October 10, 2019 (as it may be amended, the “Business Combination Agreement”), by and among Tiberius, Lagniappe Ventures LLC, a Delaware limited liability company and sponsor of Tiberius (solely in the capacity as the Purchaser Representative) (the “Tiberius Sponsor”), International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”), and Wasef Jabsheh (solely in the capacity as the representative of holders of IGI’s outstanding capital shares that execute and deliver an exchange agreement), and pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.
The Certificate of Incorporation provides that Tiberius has until March 20, 2020 to complete its initial business combination (the “Termination Date”). Tiberius’s board of directors (the “Board”) has determined that it is in the best interests of Tiberius to seek an extension of the Termination Date and have Tiberius’s stockholders approve the Extension Amendment Proposal to allow for a short period of additional time to consummate the Business Combination if needed. Tiberius has called a special meeting of its stockholders to be held on March 13, 2020 to approve the Business Combination (referred to herein as the “Business Combination Special Meeting”). While Tiberius is using its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
If Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to complete the Business Combination on or before the Termination Date.
As contemplated by the Certificate of Incorporation, the holders of Tiberius’s common stock, par value $0.0001 per share (the “Common Stock”), issued in Tiberius’s initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented (the “Redemption”). If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection with the Special Meeting.
On the Record Date (defined below), the redemption price per share was approximately $10.42 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $178.9 million as of the Record Date (including interest not previously released to Tiberius to pay its franchise and income taxes), divided by the total number of then outstanding Public Shares. The closing price of the Common Stock on the Nasdaq Capital Market on the Record Date was $10.45. Accordingly, if the market price of the Common Stock were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.03 less per share than if the stock was sold in the open market. Tiberius cannot assure stockholders that they will be able to sell their shares of Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. Tiberius believes that such redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional period if Tiberius does not complete the Business Combination on or before the Termination Date.
Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, as contemplated by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Tiberius’s remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the General Corporation Law of the State of Delaware, as amended from time to time (the “DGCL”), to provide for claims of creditors and other requirements of applicable law.
To exercise your redemption rights, you must tender your Public Shares to Tiberius’s transfer agent at least two business days prior to the Special Meeting (unless you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires the affirmative vote of the holders, as of the Record Date, of at least sixty-five percent (65%) of all outstanding shares of Common Stock.
Record holders of Common Stock at the close of business on February 14, 2020 (the “Record Date”) are entitled to vote or have their votes cast at the Special Meeting. On the Record Date, there were 21,562,500 issued and outstanding shares of Common Stock. Tiberius’s warrants do not have voting rights.
This proxy statement contains important information about the Special Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Special Meeting, Tiberius urges you to read this material carefully and vote your shares.
This proxy statement is dated March 9, 2020 and is first being mailed to stockholders on or about that date.
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By Order of the Board of Directors of Tiberius
Acquisition Corporation
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/s/ Michael Gray
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Michael Gray
Executive Chairman
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. Forward-looking statements reflect Tiberius’s current views with respect to, among other things, Tiberius’s pending Business Combination with IGI, its capital resources and results of operations. Likewise, Tiberius’s financial statements and all of Tiberius’s statements regarding market conditions and results of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative version of these words or other comparable words or phrases.
The forward-looking statements contained in this proxy statement reflect Tiberius’s current views about future events and are subject to numerous known and unknown risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those expressed in any forward-looking statement. Tiberius does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
• Tiberius’s ability to complete the Business Combination;
• the anticipated benefits of the Business Combination;
• the volatility of the market price and liquidity of the Common Stock and other securities of Tiberius;
• the use of funds not held in the Trust Account (as described herein) or available to Tiberius from interest income on the Trust Account balance; and
• the competitive environment in which IGI will operate following the Business Combination.
While forward-looking statements reflect Tiberius’s good faith beliefs, they are not guarantees of future performance. Tiberius disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further discussion of these and other factors that could cause Tiberius’s future results, performance or transactions to differ significantly from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Tiberius’s Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”) on February 10, 2020 and in other reports Tiberius files with the SEC. Risks regarding the Business Combination are also discussed in the Registration Statement on Form F-4 filed with the SEC by Pubco. You should not place undue reliance on any forward-looking statements, which are based only on information currently available to Tiberius (or to third parties making the forward-looking statements).
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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING
The questions and answers below highlight only selected information from this proxy statement and only briefly address some commonly asked questions about the Special Meeting and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information that is important to Tiberius stockholders. Stockholders are urged to read carefully this entire proxy statement, including Annex A and the other documents referred to herein, to fully understand the proposals to be presented at the Special Meeting and the voting procedures for the Special Meeting, which will be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
Q: Why am I receiving this proxy statement?
A: Tiberius is a blank check company incorporated as a Delaware corporation on November 18, 2015 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On March 20, 2018, Tiberius consummated its initial public offering of 15,000,000 Units, each consisting of one share of Common Stock and one redeemable warrant (“Units”). On March 28, 2018, Tiberius consummated the sale of an additional 2,250,000 Units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. Like most blank check companies, Tiberius’s Certificate of Incorporation provides for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying business combination(s) consummated on or before the Termination Date.
Tiberius will hold the Business Combination Special Meeting on March 13, 2020 to approve the Business Combination.
If Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to complete the Business Combination on or before the Termination Date.
Tiberius believes that it is in the best interests of Tiberius’s stockholders to continue Tiberius’s existence until the Extended Date if necessary in order to allow Tiberius additional time to complete the Business Combination and is therefore holding this Special Meeting.
Q: When and where is the Special Meeting?
A: The Special Meeting will be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
Q: What are the specific proposals on which I am being asked to vote at the Special Meeting?
A: Tiberius stockholders are being asked to consider and vote on the following proposals:
1. Proposal No. 1 — Extension Amendment Proposal — To amend Tiberius’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Tiberius has to consummate a business combination (the “Extension”) from March 20, 2020 to April 20, 2020 (the “Extended Date”) (the “Extension Amendment Proposal”); and
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2. Proposal No. 2 — Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
Q: Are the proposals conditioned on one another?
A: Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
If the Extension is implemented and one or more Tiberius stockholders elect to redeem their Public Shares pursuant to the Redemption (either in connection with the Special Meeting or the Business Combination Special Meeting), Tiberius will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the remainder of the funds in the Trust Account for Tiberius’s use in connection with consummating the Business Combination on or before the Extended Date.
If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce Tiberius’s net asset value. Tiberius cannot predict the amount that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $179.8 million that was in the Trust Account as of the Record Date.
If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, as contemplated by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The Tiberius Sponsor and the officers and directors of Tiberius waived their rights to participate in any liquidating distribution with respect to the 4,312,500 founder shares held by them. There will be no distribution from the Trust Account with respect to Tiberius’s warrants, which will expire worthless in the event Tiberius dissolves and liquidates the Trust Account. Tiberius will pay any costs of liquidation that exceed the $50,000 that may be withdrawn from the Trust Account from its remaining assets outside of the Trust Account.
The Adjournment Proposal is conditioned on Tiberius not obtaining the necessary votes for approving the Extension Amendment Proposal prior to the Special Meeting in order to seek additional time to obtain sufficient votes in support of the Extension.
Q: Why is Tiberius proposing the Extension Amendment Proposal and the Adjournment Proposal?
A: Tiberius’s Certificate of Incorporation provides for the return of the initial public offering proceeds held in trust to the holders of Public Shares sold in the initial public offering if there is no qualifying business combination(s) consummated on or before the Termination Date. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Tiberius additional time to complete the Business Combination pursuant to the Business Combination Agreement, if needed.
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The Business Combination Special Meeting is scheduled to be held on March 13, 2020 to approve the Business Combination, the SEC has declared effective the Registration Statement relating to the Business Combination and the Business Combination Special Meeting and the proxy statement/prospectus relating to the Business Combination Special Meeting was mailed to Tiberius’s stockholders on or about February 20, 2020. While Tiberius is using its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination. If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
Tiberius believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
You are not being asked to vote on the Business Combination at the Special Meeting. The vote by Tiberius stockholders on the Business Combination will occur at the separate Business Combination Special Meeting of Tiberius stockholders, to be held on March 13, 2020, at 10:00 a.m., Eastern Time, and the solicitation of proxies from Tiberius stockholders in connection with such separate Business Combination Special Meeting, and the related right of Tiberius stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal), is the subject of a separate proxy statement/prospectus dated February 20, 2020 that was mailed to Tiberius stockholders on or about February 20, 2020. If you want to ensure your Public Shares are redeemed in the event either the Business Combination is completed or the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with either the Special Meeting or the Business Combination Special Meeting.
If the Extension Amendment Proposal is not approved by Tiberius’s stockholders, Tiberius may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension. If the Adjournment Proposal is not approved by Tiberius’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
Q: What vote is required to approve the proposals presented at the Special Meeting?
A: The approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all the outstanding shares of Common Stock as of the Record Date. A Tiberius stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of voting “AGAINST” the Extension Amendment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have the effect of voting “AGAINST” the Extension Amendment Proposal. The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal.
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Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a Tiberius stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Adjournment Proposal.
Q: Why should I vote “FOR” the Extension Amendment Proposal?
A: Tiberius believes stockholders will benefit from Tiberius consummating the Business Combination and is proposing the Extension Amendment Proposal to extend the date by which Tiberius has to complete a business combination until the Extended Date. The Extension would give Tiberius additional time to complete the Business Combination.
The Board believes that it is in the best interests of Tiberius’s stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination.
Tiberius believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
Q: Why should I vote “FOR” the Adjournment Proposal?
A: If the Adjournment Proposal is not approved by Tiberius’s stockholders, the Board may not be able to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal.
If presented, the Board recommends that you vote in favor of the Adjournment Proposal.
Q: How will the Tiberius Sponsor and Tiberius’s other current directors and officers vote?
A: The Tiberius Sponsor and Tiberius’s other current directors and officers have advised Tiberius that they intend to vote any Common Stock over which they have voting control in favor of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal.
The Tiberius Sponsor and Tiberius’s other current directors and officers and their respective affiliates are not entitled to redeem any founder shares in connection with the Extension Amendment Proposal. On the Record Date, the Tiberius Sponsor and Tiberius’s other current directors and officers and their respective affiliates beneficially owned and were entitled to vote an aggregate of 4,337,500 shares of Common Stock held by the Tiberius Sponsor and the officers and directors of Tiberius, representing approximately 20.1% of Tiberius’s issued and outstanding shares of Common Stock.
Q: What if I do not want to vote “FOR” the Extension Amendment Proposal or the Adjournment Proposal?
A: If you do not want the Extension Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not vote, or vote “AGAINST” such proposal.
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If you fail to vote by proxy or to vote in person at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if a valid quorum is otherwise established, such failure to vote will have the effect of voting “AGAINST” the Extension Amendment Proposal and will have no effect on the outcome of any vote on the Adjournment Proposal.
If you vote to “ABSTAIN” or if you do not provide instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have the effect of voting “AGAINST” the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, the Adjournment Proposal will not be presented for a vote.
Q: Will you seek any further extensions to liquidate the Trust Account?
A: Other than as described in this proxy statement, Tiberius does not currently anticipate seeking any further extension to consummate a business combination beyond the Extended Date.
Q: What happens if the Extension Amendment Proposal is not approved?
A: If there are insufficient votes to approve the Extension Amendment Proposal, Tiberius may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in support of the Extension.
If the Extension Amendment Proposal is not approved at the Special Meeting or at any adjournment thereof, and the Business Combination is not consummated on or before the Termination Date, as contemplated by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The Tiberius Sponsor and the officers and directors of Tiberius waived their rights to participate in any liquidation distribution with respect to the 4,312,500 founder shares held by them. There will be no distribution from the Trust Account with respect to Tiberius’s warrants, which will expire worthless in the event Tiberius dissolves and liquidates the Trust Account. Tiberius will pay any costs of liquidation that exceed the $50,000 that may be withdrawn from the Trust Account from its remaining assets outside of the Trust Account.
Q: If the Extension Amendment Proposal is approved, what happens next?
A: If the Extension Amendment Proposal is approved, Tiberius will continue to attempt to consummate the Business Combination until the Extended Date. Tiberius will file an amendment to its Certificate of Incorporation with Delaware in substantially the form that appears in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at a special meeting and consummate the closing of the Business Combination on or before the Extended Date.
If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares (in connection with either the Special Meeting or the Business Combination Special Meeting) will reduce the amount remaining in the Trust Account and increase the percentage interest of Tiberius held by Tiberius’s officers, directors, the Tiberius Sponsor and its affiliates. In addition, Tiberius’s Certificate of Incorporation provides that Tiberius cannot redeem or repurchase Public Shares to the extent such redemption would result in Tiberius’s failure to have at least $5,000,001 of net tangible assets following
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exercise by the holders of Public Shares of their right to redeem the Public Shares held by them in accordance with Tiberius’s Certificate of Incorporation. As a result, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
Q: Am I able to exercise my redemption rights in connection with the Business Combination?
A: If you were a holder of Common Stock as of the close of business on the February 14, 2020 record date for the Business Combination Special Meeting, you will be able to vote to approve the Business Combination in the Business Combination Special Meeting, to be held on March 13, 2020. The Special Meeting relating to the Extension Amendment Proposal does not affect your right to elect to redeem your Public Shares in connection with the Business Combination, subject to any limitations set forth in the Certificate of Incorporation (including the requirement to submit any request for redemption in connection with the Business Combination on or before the date that is two business days before the special meeting of Tiberius’s stockholders to vote on the Business Combination).
If Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to complete the Business Combination on or before the Termination Date.
Q: If I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?
A: Yes. Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your shares. However, you will need to submit a redemption request for your shares (unless you previously elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting).
Q: May I change my vote after I have mailed my signed proxy card?
A: Yes. You may change your vote by sending a later-dated, signed proxy card to Tiberius’s Secretary to Tiberius Acquisition Corporation, 3601 N Interstate 10 Service Rd W Metairie, LA 70002, Attn: Secretary, so that it is received by Tiberius’s Secretary on or before the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice of revocation to Tiberius’s Secretary, which must be received by Tiberius’s Secretary on or before the Special Meeting.
Q: How are votes counted?
A: Votes will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and “AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal must be approved by the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Common Stock as of the Record Date. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. With respect to the Extension Amendment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will have the effect of voting “AGAINST” the Extension Amendment Proposal. With respect to the Adjournment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal.
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Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A: No. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Tiberius believes that all of the proposals presented to the stockholders at this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. Broker non-votes will have the same effect as a vote “AGAINST” the Extension Amendment Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal.
Q: What constitutes a quorum at the Special Meeting?
A: A majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions (but not broker non-votes) will be counted as present for the purpose of determining a quorum, but if you fail to vote by proxy or to vote in person at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established. The Tiberius Sponsor, who currently owns approximately 20% of the issued and outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has the power to adjourn the Special Meeting to a later date or dates. As of the Record Date for the Special Meeting, 10,781,251 shares of Common Stock would be required to achieve a quorum.
Q: How do I vote?
A: If you were a holder of record of shares of Common Stock on February 14, 2020, the Record Date for the Special Meeting, you may vote with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on March 19, 2020.
Voting in Person at the Special Meeting. If you attend the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section entitled “Special Meeting of Tiberius Stockholders.”
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Q: Does the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal?
A: Yes. After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the Extension Amendment Proposal is in the best interests of Tiberius and its stockholders. The Board recommends that Tiberius’s stockholders vote “FOR” the Extension Amendment Proposal.
Additionally, the Board has determined that the Adjournment Proposal is in the best interests of Tiberius and its stockholders and recommends that Tiberius’s stockholders vote “FOR” the Adjournment Proposal.
Q: What interests do Tiberius’s directors and officers have in the approval of the Extension Amendment Proposal?
A: Tiberius’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among others, ownership, through the Tiberius Sponsor, of shares of Common Stock and Private Placement Warrants (as defined below) that may become exercisable in the future. See the section entitled “Special Meeting of Tiberius Stockholders — Interests of the Tiberius Sponsor and Tiberius’s Other Current Officers, Directors and Officers” in this proxy statement.
Q: Do I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal?
A: No. There are no appraisal rights available to Tiberius’s stockholders in connection with the Extension Amendment Proposal.
Q: If I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?
A: No. The holders of warrants issued in connection with Tiberius’s initial public offering which are exercisable for one share of Common Stock at an exercise price of $11.50 per share of Common Stock (the “Public Warrants”) have no redemption rights with respect to such Public Warrants.
Q: What do I need to do now?
A: You are urged to read carefully and consider the information contained in this proxy statement, including Annex A, and to consider how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q: How do I exercise my redemption rights?
A: In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, Tiberius’s stockholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not previously released to Tiberius to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described in the final prospectus dated May 15, 2018, filed in connection with Tiberius’s initial public offering. Tiberius’s Certificate of Incorporation provides that Tiberius may not redeem any Public Shares issued in the initial public offering to the extent that such redemption would result in Tiberius having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, you do not need to request to redeem your shares in connection with the Special Meeting, as such shares will be automatically submitted for Redemption in connection with the Special Meeting.
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In order to exercise your redemption rights (unless you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting), you must: (i) if you hold Units, separate the underlying Public Shares and the Public Warrants, and (ii) unless you have already done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Tiberius stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. It is Tiberius’s understanding that Tiberius stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, Tiberius does not have any control over this process and it may take longer than two weeks. Tiberius stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.
If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection with the Special Meeting.
Tiberius stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”) system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting ensures that a redeeming stockholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.
There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless of the timing of when such delivery must be effectuated.
Q: What should I do if I receive more than one set of voting materials for the Special Meeting?
A: You may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
On or about February 20, 2020, separate voting materials were mailed to Tiberius stockholders for the Business Combination Special Meeting to be held on March 13, 2020. Please be sure to complete, sign, date and return each proxy card and voting instruction card received relating to both the Special Meeting and the Business Combination Special Meeting.
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Q: Who will solicit and pay the cost of soliciting proxies for the Special Meeting?
A: Tiberius will pay the cost of soliciting proxies for the Special Meeting. Tiberius has engaged Saratoga Proxy Consulting LLC to assist in the solicitation of proxies for the Special Meeting. Tiberius will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials to beneficial owners of shares of Common Stock and in obtaining voting instructions from those owners. The directors, officers and employees of Tiberius may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
Q: Who can help answer my questions?
A: If you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:
Tiberius Acquisition Corporation
3601 N Interstate 10 Service Rd W
Metairie, LA 70002
Attention: Andrew Poole
Email: APoole@tiberiusco.com
You may also contact the proxy solicitor for Tiberius at:
Saratoga Proxy Consulting LLC
520 Eighth Avenue, 14th Floor
New York, NY 10018
Tel: 888-368-0379
Email: info@saratogaproxy.com
To obtain timely delivery, Tiberius stockholders must request the materials no later than March 12, 2020, or five business days prior to the date of the Special Meeting. You may also obtain additional information about Tiberius from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer Agent on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two business days before the Special Meeting) in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” unless you have already done so in connection with the Business Combination Special Meeting. If you have questions regarding the certification of your position or delivery of your Public Shares, please contact the Transfer Agent:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
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SPECIAL MEETING OF TIBERIUS STOCKHOLDERS
This proxy statement is being provided to Tiberius stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Tiberius Stockholders to be held on March 19, 2020, and at any adjournment thereof. This proxy statement contains important information regarding the Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.
This proxy statement is being first mailed on or about March 9, 2020 to all stockholders of record of Tiberius as of February 14, 2020, the record date for the Special Meeting. Stockholders of record who owned shares of Common Stock at the close of business on the Record Date are entitled to receive notice of, attend and vote at the Special Meeting.
Date, Time and Place of Special Meeting
The Special Meeting will be held at 10:00 a.m., Eastern Time, on March 19, 2020, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105, or such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.
Proposals at the Special Meeting
At the Special Meeting, Tiberius stockholders will consider and vote on the following proposals:
1. Proposal No. 1 — Extension Amendment Proposal — To amend Tiberius’s Certificate of Incorporation to extend the date by which Tiberius has to consummate a business combination from March 20, 2020 to the Extended Date; and
2. Proposal No. 2 — Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal.
Voting Power; Record Date
As a stockholder of Tiberius, you have a right to vote on certain matters affecting Tiberius. The proposals that will be presented at the Special Meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the Special Meeting if you owned shares of Common Stock at the close of business on February 14, 2020, which is the Record Date for the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 21,562,500 issued and outstanding shares of Common Stock, of which 17,225,000 are shares of Common Stock held by Tiberius public stockholders, 4,312,500 are founder shares held by the Tiberius Sponsor and officers and directors of Tiberius and 25,000 are shares underlying units purchased by one of the independent directors of Tiberius.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS
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Quorum and Required Vote for Proposals for the Special Meeting
The approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all the outstanding shares of Common Stock as of the Record Date. The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal. Accordingly, a Tiberius stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of voting “AGAINST” the Extension Amendment Proposal. Abstentions (but not broker non-votes) will be counted in connection with the determination of whether a valid quorum is established, and will have the effect of voting “AGAINST” the Extension Amendment Proposal.
Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Adjournment Proposal. Accordingly, a Tiberius stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of Common Stock required to validly establish a quorum, but if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal.
It is possible that Tiberius will not be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal is approved. If Tiberius fails to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension Amendment Proposal is approved, Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders.
Voting Your Shares — Stockholders of Record
If you are a Tiberius stockholder of record, you may vote by mail or in person at the Special Meeting. Each share of Common Stock that you own in your name entitles you to one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number of shares of Common Stock that you own.
Voting by Mail. You can vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Common Stock will be voted as recommended by the Board. The Board recommends voting “FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on March 19, 2020.
Voting in Person at the Special Meeting. If you attend the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way Tiberius can be sure that the broker, bank or nominee has not already voted your shares of Common Stock.
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Voting Your Shares — Beneficial Owners
If your shares are held in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions that the broker, bank or other nominee provides you along with this proxy statement. As a beneficial owner, if you wish to vote at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing you to vote those shares. Please see “— Attending the Special Meeting.”
Attending the Special Meeting
Only Tiberius stockholders who are stockholders of record on the Record Date or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting, you will need a form of photo identification and valid proof of ownership of Common Stock or a valid legal proxy. If you have a legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting. If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” stockholder that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one proxy holder to attend on their behalf.
Revoking Your Proxy
If you give a proxy, you may revoke it at any time before the Special Meeting or at the Special Meeting by doing any one of the following:
• you may send another proxy card with a later date;
• you may notify Tiberius’s Secretary in writing to Tiberius Acquisition Corporation, 3601 N Interstate 10 Service Rd W, Metairie, LA 70002, before the Special Meeting that you have revoked your proxy; or
• you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.
No Additional Matters
The Special Meeting has been called only to consider and vote on the approval of the Extension Amendment Proposal and the Adjournment Proposal. Under the Certificate of Incorporation, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.
Tiberius will hold the Business Combination Special Meeting on March 13, 2020, beginning at 10:00 a.m., Eastern Time, respectively, to approve the Business Combination.
If Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting on March 13, 2020 and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its Certificate of Incorporation only if it has determined that it may not be able to complete the Business Combination on or before the Termination Date.
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Who Can Answer Your Questions about Voting
If you have any questions about how to vote or direct a vote in respect of your shares of Common Stock, you may call Saratoga Proxy Consulting LLC, Tiberius’s proxy solicitor, at (888) 368-0379.
Redemption Rights
In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public stockholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any franchise and income taxes. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
In order to exercise your redemption rights (unless you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting), you must:
• if you hold Units, separate the underlying Public Shares and the Public Warrants;
• unless you have already done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
and
• unless you have already done so in connection with the Business Combination Special Meeting, deliver your Public Shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option.
Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.
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If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each redemption of a Public Share by Tiberius’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $179.8 million as of the Record Date. Prior to their exercising redemption rights, Tiberius stockholders should verify the market price of the Common Stock, as stockholders may receive higher proceeds from the sale of their shares of Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Common Stock when you wish to sell your shares.
If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Tiberius, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.
If the Extension Amendment Proposal is not approved and Tiberius does not consummate an initial business combination on or before the Termination Date, Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders and all of Tiberius’s warrants will expire worthless.
Your right to redeem in connection with the Special Meeting relating to the Extension Amendment Proposal does not affect the right of Tiberius stockholders to elect to redeem their Public Shares in connection with the Business Combination, which is a separate and additional redemption right available to Tiberius stockholders. Stockholders of Tiberius seeking to exercise their redemption rights in connection with the Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus, dated February 20, 2020, relating to the Business Combination Special Meeting.
Appraisal Rights
There are no appraisal rights available to Tiberius’s stockholders in connection with the Extension Amendment Proposal.
Proxy Solicitation Costs
Tiberius is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. Tiberius has engaged Saratoga Proxy Consulting LLC to assist in the solicitation of proxies for the Special Meeting. Tiberius and its directors, officers and employees may also solicit proxies in person. Tiberius will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.
Tiberius will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. Tiberius will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Tiberius stockholders. Directors, officers and employees of Tiberius who solicit proxies will not be paid any additional compensation for soliciting.
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Interests of the Tiberius Sponsor and Tiberius’s Other Current Officers, Directors and Officers
When you consider the recommendation of the Board, Tiberius stockholders should be aware that aside from their interests as stockholders, the Tiberius Sponsor and certain members of the Board and officers have interests that are different from, or in addition to, those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to Tiberius stockholders that they approve the Extension Amendment Proposal. Tiberius stockholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal:
• if the Extension Amendment Proposal is not approved and Tiberius does not consummate a business combination on or before the Termination Date, as contemplated by Tiberius’s initial public offering prospectus and in accordance with the Certificate of Incorporation, the shares of Common Stock held by the Tiberius Sponsor, which were acquired prior to the initial public offering for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will the 4,500,000 private placement warrants (the “Private Placement Warrants”) that were acquired simultaneously with the initial public offering for an aggregate purchase price of $4,500,000 (as they will expire) and the 25,000 units acquired by one of Tiberius’s directors. Assuming such shares of Common Stock and Private Placement Warrants have a value equal to Public Shares and Public Warrants, such securities would have had an aggregate market value of approximately $50.9 million based on the last sale price of $10.40 and $1.35 of the Common Stock and Public Warrants, respectively, on the Nasdaq Capital Market on March 5, 2020;
• the fact that the Tiberius Sponsor and Tiberius’ directors and officers have agreed not to redeem any shares of Common Stock held by them in connection with a stockholder vote to approve a proposed initial business combination;
• the fact that the Tiberius Sponsor and Tiberius’ directors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any of the 4,312,500 founder shares held by them if Tiberius fails to complete an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;
• the fact that the Tiberius Sponsor has made loans from time to time to Tiberius to fund certain capital requirements. As of the date hereof, an aggregate of $500,000 principal amount of these working capital loans is outstanding. In addition, the Tiberius Sponsor loaned an aggregate amount of $1,725,000 in connection with Tiberius’s initial public offering, inclusive of $225,000 as a result of the exercise of the underwriters’ over-allotment option, the proceeds of which were added to the Trust Account. The foregoing loans are evidenced by non-interest-bearing notes that are convertible at the Tiberius Sponsor’s election upon the consummation of an initial business combination into warrants of Tiberius, at a price of $1.00 per warrant. Such loans will only be repaid upon closing of the Business Combination;
• the fact that, at the option of the Tiberius Sponsor, any amounts outstanding under any other loans made by the Tiberius Sponsor or any of its affiliates to Tiberius in an aggregate amount up to $2,000,000 may be converted into warrants to purchase shares of Common Stock;
• the right of the Tiberius Sponsor to hold common shares of Pubco following the Business Combination, subject to certain lock-up periods;
• the potential continued board roles of certain of Tiberius’s existing directors in Pubco;
• the continued indemnification of Tiberius’s existing directors and officers and the continuation of Tiberius’s directors’ and officers’ liability insurance after the Business Combination;
• the fact that the Tiberius Sponsor and Tiberius’s officers and directors may not participate in the formation of, or become directors or officers of, any other blank check company until Tiberius (i) has entered into a definitive agreement regarding an initial business combination or (ii) fails to complete an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;
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• the fact that the Tiberius Sponsor and Tiberius’s officers and directors will lose their entire investment in Tiberius and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated on or before the Termination Date, and the Extension Amendment Proposal is not approved; and
• if the Trust Account is liquidated, including in the event Tiberius is unable to complete an initial business combination within the required time period, the Tiberius Sponsor has agreed to indemnify Tiberius to ensure that the proceeds in the Trust Account are not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Tiberius has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Tiberius, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.
Additionally, if the Extension Amendment Proposal is approved and Tiberius consummates an initial business combination, the officers and directors may have additional interests as described in the proxy statement/prospectus for such transaction.
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PROPOSAL NO. 1 — THE EXTENSION AMENDMENT PROPOSAL
Overview
Tiberius is proposing to amend its Certificate of Incorporation to extend the date by which Tiberius has to consummate a business combination to the Extended Date so as to give Tiberius additional time to complete the Business Combination. A copy of the proposed amendment to the Certificate of Incorporation of Tiberius is attached to this proxy statement as part of Annex A.
The Business Combination qualifies as a “business combination” under Tiberius’s Certificate of Incorporation.
The Business Combination Special Meeting is scheduled to be held on March 13, 2020 to approve the Business Combination. While Tiberius is using its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination.
If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
Tiberius believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
As contemplated by the Certificate of Incorporation, the holders of Tiberius’s Common Stock may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented. If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection with the Special Meeting.
On the Record Date, the redemption price per share was approximately $10.42 (which is expected to be the same approximate amount two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $178.9 million as of the Record Date (including interest not previously released to Tiberius to pay its franchise and income taxes), divided by the total number of then outstanding Public Shares. The closing price of the Common Stock on the Nasdaq Capital Market on the Record Date was $10.45. Accordingly, if the market price of the Common Stock were to remain the same until the date of the Special Meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.03 less per share than if the stock was sold in the open market. Tiberius cannot assure stockholders that they will be able to sell their shares of Common Stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. Tiberius believes that such redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional period if Tiberius does not complete the Business Combination on or before the Termination Date.
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Reasons for the Extension Amendment Proposal
Tiberius’s Certificate of Incorporation provides that Tiberius has until the Termination Date to complete a business combination. Tiberius and its officers and directors agreed that they would not seek to amend Tiberius’s Certificate of Incorporation to allow for a longer period of time to complete a business combination unless Tiberius provided holders of its Public Shares with the right to seek redemption of their Public Shares in connection therewith. While Tiberius is using its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination. If the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
The Extension Amendment Proposal is essential to allowing Tiberius additional time to consummate the Business Combination in the event the Business Combination is for any reason not completed on or before the Termination Date. Approval of the Extension Amendment Proposal is a condition to the implementation of the Extension. Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
Tiberius believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
If Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to complete the Business Combination on or before the Termination Date.
If the Extension Amendment Proposal is Not Approved
If the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date, as contemplated by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders
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of Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The Tiberius Sponsor and the officers and directors of Tiberius have waived their rights to participate in any liquidation distribution with respect to the 4,312,500 founder shares held by them. There will be no distribution from the Trust Account with respect to Tiberius’s warrants which will expire worthless in the event Tiberius dissolves and liquidates the Trust Account. Tiberius will pay any costs of liquidation that exceed the $50,000 that may be withdrawn from the Trust Account from its remaining assets outside of the Trust Account.
If the Extension Amendment Proposal is Approved
If the Extension Amendment Proposal is approved, Tiberius intends to file an amendment to the Certificate of Incorporation with Delaware in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. Tiberius will then continue to attempt to consummate a business combination until the Extended Date. Tiberius will remain a reporting company under the Securities Exchange Act of 1934 and its Units, Common Stock and Public Warrants will remain publicly traded during this time.
You are not being asked to vote on the Business Combination at the Special Meeting. The vote by Tiberius stockholders on the Business Combination will occur at the separate Business Combination Special Meeting of Tiberius stockholders, to be held on March 13, 2020, at 10:00 a.m., Eastern Time, and the solicitation of proxies from Tiberius stockholders in connection with such separate Business Combination Special Meeting, and the related right of Tiberius stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment Proposal), is the subject of a separate proxy statement/prospectus dated February 20, 2020 that was mailed to Tiberius stockholders on or about February 20, 2020. If you want to ensure your Public Shares are redeemed in the event either the Business Combination is completed or the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in connection with either the Special Meeting or the Business Combination Special Meeting.
If the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce Tiberius’s net asset value. Tiberius cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $179.8 million that was in the Trust Account as of the Record Date. In addition, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
Redemption Rights
In connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension, each public stockholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account, less any income taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your Public Shares for cash and will no longer own the shares. However, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
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In order to exercise your redemption rights (unless you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting), you must:
• if you hold Units, separate the underlying Public Shares and Public Warrants;
• unless you have already done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
and
• unless you have already done so in connection with the Business Combination Special Meeting, deliver your Public Shares either physically or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting.
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent and time to effect delivery. Stockholders should generally allot at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be redeemed.
Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name” are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting, or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option.
Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Units into Public Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.
If a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each redemption of a Public Share by Tiberius’s public stockholders will reduce the amount in the Trust Account, which held marketable securities with a fair value of approximately $179.8 million as of the Record Date. Prior to their exercising redemption rights, Tiberius stockholders should verify the market price of the Public Shares, as stockholders may receive higher proceeds from the sale of their shares of Public Shares in the public market than
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from exercising their redemption rights if the market price per share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in the Public Shares when you wish to sell your shares.
If you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or have any interest in, the future growth of Tiberius, if any. You will be entitled to receive cash for your Public Shares only if you properly and timely demand redemption.
If Tiberius does not consummate an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved, Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in such account to the public stockholders and all of Tiberius’s warrants will expire worthless.
Your right to redeem in connection with the Special Meeting relating to the Extension Amendment Proposal does not affect the right of Tiberius stockholders to elect to redeem their Public Shares in connection with the Business Combination, which is a separate and additional redemption right available to Tiberius stockholders. Stockholders of Tiberius seeking to exercise their redemption rights in connection with the Business Combination should follow the instructions for the exercise of such rights set forth in the proxy statement/prospectus dated February 20, 2020 relating to the Business Combination Special Meeting.
Certain Material U.S. Federal Income Tax Consequences
The following discussion is a general summary of certain material U.S. federal income tax consequences to Tiberius’s stockholders with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment. Because the components of each Unit sold in Tiberius’s initial public offering are separable at the option of the holder, the holder of a Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Public Share and one redeemable Public Warrant. As a result, the discussion below with respect to actual holders of Public Shares should also apply to holders of Units (as the deemed owners of the underlying Public Shares) that separate their Units into one Public Share and one Public Warrant for the purpose of exercising their redemption rights. This discussion assumes that holders currently hold Tiberius securities as capital assets within the meaning of Section 1221 of the Code.
This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and except as otherwise discussed below, the special tax rules that may apply to certain types of investors, such as:
• banks or financial institutions;
• insurance companies;
• brokers, dealers or traders in securities, commodities or currencies;
• traders that elect to use a mark-to-market method of accounting;
• persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;
• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;
• U.S. expatriates or former long-term residents of the United States;
• partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities;
• S corporations;
• regulated investment companies;
• real estate investment trusts;
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• grantor trusts;
• persons whose Public Shares are subject to a liability;
• persons holding founder shares or Private Placement Warrants;
• Non-U.S. Holders (as defined below); and
• tax-exempt entities.
If you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of your partners generally will depend on the status of your partners and your activities. If you are a partnership or a partner in a partnership, you should consult your Public Shares.
This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, all of which are subject to differing interpretations or change, possibly on a retroactive basis. This discussion does not address any aspect of state, local or non-U.S. taxation, or any U.S. federal taxes other than income tax (such as gift and estate taxes). The Following Discussion Is For General Informational Purposes Only And Should Not Be Construed As Tax Advice. You Are Urged To Consult Your Tax Advisor With Respect To The Specific Tax Consequences To You Of Making Or Not Making The Election TO REDEEM YOUR PUBLIC SHARES, Including The Effects Of U.S. Federal, State, Local And Non-U.S. Tax Rules And Possible Changes In Laws That May Affect The Tax Consequences Described In This Proxy Statement.
U.S. Federal Income Tax Consequences to Non-Redeeming Stockholders
A stockholder who does not elect to redeem its Public Shares will continue to own its Public Shares and Public Warrants, if any, and will not recognize any income, gain or loss for U.S. federal income tax purposes by reason of the Extension.
U.S. Federal Income Tax Consequences of the Redemption to U.S. Holders of Public Shares
For purposes of this discussion, a U.S. Holder is a beneficial owner of Public Shares who or that is, for U.S. federal income tax purposes:
• an individual who is a citizen or resident of the United States;
• a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia;
• an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
• a trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which one or more U.S. persons have the authority to control all substantial decisions or (ii) that has an election in effect under applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
A Non-U.S. Holder is a beneficial owner of Public Shares that is not a U.S. Holder and is not an entity or arrangement treated as a partnership for U.S. federal income tax purposes.
This section summarizes the expected U.S. federal income tax consequences of the redemption of Public Shares for U.S. Holders of Public Shares.
In the event that you elect to have your Public Shares redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale of the Public Shares under Section 302 of the Code.
If the redemption qualifies as a sale of the Public Shares, you generally will recognize capital gain or loss in an amount equal to the difference between (i) the amount of cash received in respect of the Public Shares and (ii) your adjusted tax basis in your Public Shares. Your adjusted tax basis in the Public Shares generally should equal your
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acquisition cost for those shares. If you purchased an investment unit consisting of both Public Share and a Public Warrant, the cost of such Unit must be allocated between the share and warrant that comprised such Unit based on their relative fair market values at the time of the purchase. The price allocated to the one Public Share and the one Public Warrant generally should be the holder’s tax basis in such share and such warrant. The foregoing treatment of the Public Shares and Public Warrants, including the holder’s allocation of the tax basis, is not binding on the Internal Revenue Service (the “IRS”), or the courts. Because there are no authorities that directly address instruments that are similar to the Units, no assurance can be given that the IRS or the courts will agree with the characterization described above. Accordingly, each holder is urged to consult its tax advisors regarding the tax consequences of the exercise of redemption rights (including alternative characterizations of a Unit or treatments thereof).
Any such capital gain or loss generally will be long-term capital gain or loss if your holding period for the Public Shares so disposed of exceeds one year at the time of the disposition. It is unclear, however, whether the redemption rights with respect to the Public Shares may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized by you if you are a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
If the redemption does not qualify as a sale of Public Shares, you will be treated as receiving a cash distribution from Tiberius. Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from Tiberius’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) your adjusted tax basis in your Public Shares. Any remaining excess will be treated as gain realized on the sale or other disposition of your Public Shares and will be taxed in the manner described in the preceding paragraph. If you are taxable as a corporation for U.S. federal income tax purposes, the portion of any redemption payment that Tiberius pays to you that is treated as a dividend generally will qualify for the dividends received deduction if the requisite holding period is satisfied. If you are a non-corporate U.S. Holder, with certain exceptions (including, but not limited to, if you elect to treat such dividends as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements are met, any portion of any redemption payment that Tiberius pays to you that is treated as a dividend generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate applicable to long-term capital gains. It is unclear whether the redemption rights with respect to the Public Shares would prevent you from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.
Whether a redemption qualifies for sale treatment will depend largely on the total number of shares of Public Shares treated as held by you (including any stock you constructively owned as a result of owning Public Warrants) relative to all of Tiberius’s shares outstanding both before and after the redemption. The redemption of Public Shares generally will be treated as a sale by you of your Public Shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate” with respect to you, (ii) results in a “complete termination” of your interest in Tiberius or (iii) is “not essentially equivalent to a dividend” with respect to you. These tests are explained more fully below.
In determining whether any of the foregoing tests are satisfied, you would take into account not only stock actually owned by you, but also shares of Tiberius stock that you constructively owned. You may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which you have an interest or that have an interest in you, as well as any stock you have a right to acquire by exercise of an option, which generally would include Public Shares that could be acquired pursuant to the exercise of the Public Warrants. In order to meet the substantially disproportionate test, the percentage of Tiberius’s outstanding voting stock actually and constructively owned by you immediately following the redemption of Public Shares must, among other requirements, be less than 80% of the percentage of its outstanding voting stock actually and constructively owned by you immediately before the redemption. There will be a complete termination of your interest if either (i) all of the shares of Tiberius’s stock actually and constructively owned by you are redeemed or (ii) all of the shares of Tiberius’s stock actually owned by you are redeemed and you are eligible to waive, and effectively waive in accordance with specific rules, the attribution of stock owned by certain family members and you do not constructively own any other Public Shares. The redemption of the Public Shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of your proportionate interest in Tiberius. Whether the redemption will result in a meaningful reduction in your proportionate interest in Tiberius will depend on your
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particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” You should consult your tax advisor as to the tax consequences of a redemption.
If none of the foregoing tests is satisfied, then the redemption will not be treated as a sale, but will be treated as a distribution to you in respect of your Public Shares and you will be subject to the tax consequences described above. If the amount of the distribution you receive does not exceed your adjusted tax basis in your redeemed Public Shares, any of your remaining tax basis in the redeemed Public Shares will be added to your adjusted tax basis in any of your remaining Class A stock, or, if you have none, to your adjusted tax basis in your Public Warrants or, possibly, other stock constructively owned by you.
If you are a U.S. Holder who actually or constructively owns five percent or more of Tiberius’s stock (by vote or value) before redemption, you may be subject to special reporting requirements with respect to a redemption of Public Shares, and you should consult your tax advisor with respect to your reporting requirements.
Holders who hold different blocks of Public Shares (generally, Public Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.
Medicare Tax
Certain U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on dividends and other income, including capital gain from the sale or disposition of Public Shares.
Information Reporting and Backup Withholding
Tiberius or its paying agent must report annually to U.S. Holders and the IRS amounts paid to such holders on or with respect to Public Shares during each calendar year, the amount of proceeds from the sale of Public Shares, and the amount of tax, if any, withheld from such payments. A U.S. Holder will be subject to backup withholding on dividends paid on Public Shares and proceeds from the sale of Public Shares at the applicable rate if the U.S. Holder is not otherwise exempt and (i) the holder fails to provide Tiberius or its paying agent with a correct taxpayer identification number, (ii) Tiberius or its paying agent is notified by the IRS that the holder provided an incorrect taxpayer identification number, (iii) Tiberius or its paying agent is notified by the IRS that the holder failed to properly report payments of interest or dividends or (iv) the holder fails to certify under penalty of perjury that it has provided a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup withholding. A U.S. Holder generally may establish that it is exempt from or otherwise not subject to backup withholding by providing a properly completed IRS Form W-9 to Tiberius or its paying agent.
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
U.S. Federal Income Tax Consequences of the Redemption to Non-U.S. Holders of Public Shares
General
This section summarizes the expected U.S. federal income tax consequences of the exercise of redemption rights to Non-U.S. Holders of Public Shares. For purposes of the below discussion, if you elect to have your shares of Public Shares redeemed, the characterization for U.S. federal income tax purposes of the redemption of your shares of Public Shares generally will correspond to the U.S. federal income tax characterization that would be applicable to such a redemption by a U.S. Holder of Public Shares, as described under “U.S. Federal Income Tax Consequences of the Redemption to U.S. Holders of Public Shares” above.
Taxable Sales or Exchanges
If you are a Non-U.S. Holder who elects to have Public Shares redeemed and the redemption is treated as a sale or exchange of your Public Shares for U.S. federal income tax purposes, you will not be subject to U.S. federal income tax on any gain or loss on such event (which generally would be calculated in the same manner as if you
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were a U.S. Holder) unless either (i) the gain is effectively connected with the conduct of a trade or business by you within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by you), (ii) you are an individual present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met or (iii) Tiberius is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that you held Public Shares and, in the case where Public Shares are regularly traded on an established securities market, you have owned, directly or constructively, more than 5% of the Public Shares, at any time within the shorter of the five-year period preceding the disposition or your holding period for the Public Shares.
Unless an applicable treaty provides otherwise, gain described in clause (i) immediately above will be subject to tax at generally applicable U.S. federal income tax rates as if you were a U.S. resident. Any gain described in clause (i) immediately above if you are a corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate). If you are an individual Non-U.S. Holder described in clause (ii) immediately above, you generally will be subject to a flat 30% U.S. federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses. If you are eligible for the benefits of an income tax treaty between the United States and your country of residence, any gain described in clause (ii) immediately above will be subject to U.S. federal income tax in the manner specified by the income tax treaty and generally will only be subject to such tax if such gain is attributable to a permanent establishment maintained by you in the United States. To claim the benefit of any applicable income tax treaty, you must properly submit an applicable IRS Form W-8. You should consult your tax advisor regarding the potential application of income tax treaties and your eligibility for income tax treaty benefits.
In the case of clause (iii) above, Tiberius would be classified as a U.S. real property holding corporation if the fair market value of Tiberius’s “U.S. real property interests” equal or exceed 50 percent of the sum of the fair market value of Tiberius’s worldwide real property interests plus Tiberius’s other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. As Tiberius has generally only held cash, cash equivalents and government securities since its inception, Tiberius does not believe that it is or has ever been a U.S. real property holding corporation.
Distributions
If you are a Non-U.S. Holder who elects to have Public Shares redeemed and the redemption is treated as a distribution for U.S. federal income tax purposes, in general, any distributions Tiberius makes to you with respect to Public Shares, to the extent paid out of Tiberius’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute a dividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with your conduct of a trade or business within the United States, Tiberius would be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty and provide proper certification of your eligibility for such reduced rate (on an applicable IRS Form W-8).
Any distribution not constituting a dividend will be treated first as reducing (but not below zero) your adjusted tax basis in your Public Shares and, to the extent such distribution exceeds your adjusted tax basis, as gain realized from the sale or other disposition of the Public Shares, which will be treated as described immediately above.
The withholding tax does not apply to dividends paid to you if you provide an IRS Form W-8ECI certifying that the dividends are effectively connected with your conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to U.S. federal income tax as if you were a U.S. resident. A Non-U.S. Holder that is a corporation that receives effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower treaty rate).
FATCA
FATCA imposes a 30% U.S. federal withholding tax on payments of dividends on Public Shares made to (i) a “foreign financial institution,” as defined under such rules, unless such institution enters into an agreement with the Department of Treasury to, among other things, collect and provide to it substantial information regarding such institution’s United States financial account holders, including certain account holders that are non-U.S. entities with United States owners or, in the case of a foreign financial institution in a jurisdiction
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that has entered into an intergovernmental agreement with the United States, such institution complies with the requirements of such agreement and (ii) a “non-financial foreign entity,” as defined under such rules, unless such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification identifying the direct and indirect substantial United States owners of the entity, unless in each case, an exemption applies.
Information Reporting and Backup Withholding
Information returns may be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of Units, Public Shares and Public Warrants. Non-U.S. Holders may have to comply with certification procedures to establish that such Non-U.S. Holders are not United States persons in order to avoid backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
State, Local and Non-U.S. Taxes
Tiberius and the holders of Public Shares may be subject to state, local or non-U.S. taxation in various jurisdictions, including those in which it or they transact business, own property or reside. The state, local or non-U.S. tax treatment of Tiberius and its stockholders may not conform to the U.S. federal income tax treatment discussed above. Any non-U.S. taxes incurred by Tiberius would not pass through to stockholders as a credit against their U.S. federal income tax liability. Prospective stockholders should consult their tax advisors regarding the application and effect of state, local and non-U.S. income and other tax laws on a redemption of Public Shares.
As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. Tiberius once again urges you to consult with your tax advisor to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the redemption of Public Shares in connection with the Extension Amendment.
Vote Required for Approval
The approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%) of all the outstanding shares of Common Stock as of the Record Date.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS THAT TIBERIUS STOCKHOLDERS VOTE “FOR”
THE EXTENSION AMENDMENT PROPOSAL.
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