International General Insurance Holdings Ltd. (“IGI” or the
“Company”) (Nasdaq: IGIC) today announced that it has commenced an
offer to purchase (the “Offer”) all of its outstanding public
warrants and private warrants (collectively, the “Warrants”) to
purchase its common shares, par value $0.01 per share, at a
purchase price of $0.95 in cash, without interest.
IGI is also soliciting consents (the “Consent Solicitation”) to
amend the Warrant Agreement, dated March 15, 2018, by and between
Tiberius Acquisition Corporation (“Tiberius”) and Continental Stock
Transfer & Trust Company (“Continental”), as amended by
Amendment No. 1 to the Warrant Agreement, dated March 17, 2020, by
and among IGI, Tiberius and Continental (as amended, the “Warrant
Agreement”), which governs all of the Warrants, to permit IGI to
redeem each outstanding Warrant for $0.86 in cash, without
interest, which is 10% less than the price applicable to the Offer
(such amendment, the “Warrant Amendment”). Pursuant to the terms of
the Warrant Agreement, the adoption of the Warrant Amendment will
require the consent of holders of at least 65% of the then
outstanding public warrants. Parties representing approximately
67.3% of the outstanding public warrants have agreed to tender
their Warrants in the Offer and to consent to the Warrant Amendment
in the Consent Solicitation, pursuant to a tender and support
agreement. Accordingly, because holders of more than 65% of the
outstanding public warrants have agreed to consent to the Warrant
Amendment in the Consent Solicitation, if the other conditions of
the Offer are satisfied or waived, then the Warrant Amendment will
be adopted.
The Offer will be open until 12:00 midnight, Eastern Time, at
the end of the day on August 24, 2023 (the “Expiration Date”),
unless extended or earlier terminated by IGI. Tendered Warrants may
be withdrawn by holders at any time prior to the Expiration Date.
The Offer is not conditioned upon any minimum number of Warrants
being tendered in the Offer. The Offer is, however, subject to
other conditions described in the Offer and Consent
Solicitation.
The Offer and Consent Solicitation are being made pursuant to an
Offer to Purchase dated July 28, 2023, and Schedule TO, dated July
28, 2023, each of which have been filed with the U.S. Securities
and Exchange Commission (“SEC”) and more fully set forth in the
terms and conditions of the Offer and Consent Solicitation.
The Company’s common shares and public warrants are listed on
The Nasdaq Stock Market LLC under the symbols “IGIC” and “IGICW,”
respectively. As of July 27, 2023, a total of 17,250,000 Warrants
were outstanding.
IGI has engaged BofA Securities (“BofA”) as the dealer manager
for the Offer and Consent Solicitation. Morrow Sodali Global LLC
(“Morrow Sodali”) has been appointed as the information agent for
the Offer and Consent Solicitation, and Continental has been
appointed as the Depositary for the Offer and Consent Solicitation.
All questions concerning tender procedures and requests for
additional copies of the offer materials, including the letter of
transmittal and consent should be directed to Morrow Sodali at
(800) 662-5200 (toll free).
Important Additional Information Has Been Filed with the
SEC
Copies of the Schedule TO and Offer to Purchase will be
available free of charge at the website of the SEC at www.sec.gov.
Requests for documents may also be directed to Morrow Sodali at
(800) 662-5200 (toll free).
This announcement is for informational purposes only and shall
not constitute an offer to purchase or a solicitation of an offer
to sell the Warrants. The Offer and Consent Solicitation are being
made only through the Schedule TO and Offer to Purchase, and the
complete terms and conditions of the Offer and Consent Solicitation
are set forth in the Schedule TO and Offer to Purchase.
Holders of the Warrants are urged to read the Schedule TO and
Offer to Purchase carefully before making any decision with respect
to the Offer and Consent Solicitation because they contain
important information, including the various terms of, and
conditions to, the Offer and Consent Solicitation.
None of IGI, any of its management or its board of directors, or
BofA, Morrow Sodali or Continental or any other person makes any
recommendation as to whether or not Warrant holders should tender
Warrants for exchange in the Offer or consent to the Warrant
Amendment in the Consent Solicitation. Warrant holders must make
their own decision as to whether to tender their Warrants and, if
so, how many Warrants to tender.
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About IGI:
IGI is an international specialty risks commercial insurer and
reinsurer underwriting a diverse portfolio of specialty lines.
Established in 2001, IGI has a worldwide portfolio of energy,
property, general aviation, construction & engineering, ports
& terminals, marine cargo, marine trades, contingency,
political violence, financial institutions, general third-party
liability (casualty), legal expenses, professional indemnity,
D&O, marine liability and reinsurance treaty business.
Registered in Bermuda, with operations in Bermuda, London, Malta,
Dubai, Amman, Oslo, Kuala Lumpur and Casablanca, IGI aims to
deliver outstanding levels of service to clients and brokers. IGI
is rated “A” (Excellent)/Stable by AM Best and “A-”(Strong)/Stable
by S&P Global Ratings.
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Forward-Looking Statements:
This press release contains “forward-looking statements” within
the meaning of the “safe harbour” provisions of the Private
Securities Litigation Reform Act of 1995, including statements
about the expiration date for the Offer and Consent Solicitation
and the effects of the Offer and Consent Solicitation on our
capital structure. The expectations, estimates, and projections of
IGI may differ from actual results and, consequently, you should
not rely on forward-looking statements as predictions of future
events. Words such as “expect,” “estimate,” “project,” “budget,”
“forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,”
“should,” “believes,” “predicts,” “potential,” “continue,”
“commitment,” and similar expressions are intended to identify such
forward-looking statements. These forward-looking statements
involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results,
including the number of warrant holders that respond and elect to
participate in the Offer and Consent Solicitation; our ability to
consummate the Offer and Consent Solicitation; our ability to
recognize the anticipated benefits of the Offer and Consent
Solicitation; changes in applicable laws or regulations, including
those that pertain to tender offers; and the possibility that we
may be adversely affected by legal and regulatory developments and
general market, political, economic and business conditions. Most
of these factors are outside of the control of IGI and are
difficult to predict. Other factors that may cause such differences
include, but are not limited to: (1) changes in demand for IGI’s
services together with the possibility that IGI may be adversely
affected by other economic, business, and/or competitive factors
globally and in the regions in which it operates; (2) competition,
the ability of IGI to grow and manage growth profitably and IGI’s
ability to retain its key employees; (3) changes in applicable laws
or regulations; (4) the outcome of any legal proceedings that may
be instituted against the Company; (5) the potential effects of the
COVID-19 pandemic and emerging variants; (6) the effects of the
hostilities between Russia and Ukraine and the sanctions imposed on
Russia by the United States, European Union, United Kingdom and
others; (7) the inability to maintain the listing of the Company’s
common shares or warrants on Nasdaq; (8) the failure to realize the
anticipated benefits of the acquisition of EIO; and (9) other risks
and uncertainties indicated in IGI’s filings with the SEC. The
foregoing list of factors is not exclusive. In addition,
forward-looking statements are inherently based on various
estimates and assumptions that are subject to the judgment of those
preparing them and are also subject to significant economic,
competitive, industry and other uncertainties and contingencies,
all of which are difficult or impossible to predict and many of
which are beyond the control of IGI. There can be no assurance that
IGI’s financial condition or results of operations will be
consistent with those set forth in such forward-looking statements.
You should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. IGI does not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in its expectations or any change in events,
conditions, or circumstances on which any such statement is based
except to the extent that is required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20230728666320/en/
IGI Investors: Robin Sidders, Head of Investor Relations
T: + 44 (0) 2072 204937 M: + 44 (0) 7384 514785 Email:
robin.sidders@iginsure.com Media: Aaida Abu Jaber, AVP PR
& Marketing T: +96265662082 Ext. 407 M: +962770415540 Email:
aaida.abujaber@iginsure.com
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