International General Insurance Holdings Ltd. (“IGI” or the
“Company”) (Nasdaq: IGIC) today announced that it has extended the
expiration date of its previously commenced 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, to 12:00 midnight, Eastern Time at the end
of the day on September 18, 2023, unless further extended or
terminated, pending the ongoing SEC review of the disclosure
related to the Offer. The Offer was previously scheduled to expire
at 12:00 midnight, Eastern Time, at the end of the day on September
7, 2023. As of 5:00 p.m. Eastern Time on August 29, 2023, (i)
5,523,850 Public Warrants had been validly tendered and not validly
withdrawn from the Offer, representing approximately 32% of the
outstanding Public Warrants and (ii) 4,500,000 Private Warrants had
been validly tendered and not validly withdrawn from the Offer,
representing 100% of the outstanding Private Warrants, which
cumulatively comprised approximately 58% of all outstanding
Warrants. The Offer may be extended further in accordance with the
applicable rules and regulations of the U.S. Securities and
Exchange Commission (“SEC”).
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 and approximately 88.9% of
the outstanding private 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 and Consent Solicitation are being made pursuant to an
Offer to Purchase dated July 28, 2023, and Schedule TO, dated July
28, 2023, each as amended and supplemented from time to time, and
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. The expectations,
estimates, and projections of the business of IGI may differ from
its 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. Forward-looking statements contained in this press
release may include, but are not limited to, our expectations
regarding the performance of our business, our financial results,
our liquidity and capital resources, the outcome of our strategic
initiatives, our expectations regarding pricing and other market
conditions, and our growth prospects. These forward-looking
statements involve significant risks and uncertainties that could
cause the actual results to differ materially from the expected
results. Most of these factors are outside of the control of IGI
and are difficult to predict. Factors that may cause such
differences include, but are not limited to: (1) 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; (9) risks that the Company’s pending tender
offer for its warrants may not close, may not close on the
timetable anticipated, or may not close without modifications,
because of market conditions, warrant holder response, regulatory
review, or otherwise; and (10) 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230830790563/en/
IGI Contacts:
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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