International General Insurance Holdings Ltd. (“IGI” or the
“Company”) today announced that it has received regulatory approval
from the Bermuda Monetary Authority in connection with its
previously announced business combination with Tiberius Acquisition
Corp. (NASDAQ:TIBR) (“Tiberius”), a publicly traded special purpose
acquisition company.
This approval, received on January 28, 2020, is one of necessary
steps towards successfully completing the transaction with
Tiberius. IGI is awaiting approval from additional regulatory
agencies including the Prudential Regulation Authority (UK) and the
Dubai Financial Services Authority.
We intend to close the business combination two business days
after satisfaction of the requisite closing conditions and
approvals contained in the Business Combination Agreement. Upon
close, IGI will be domiciled in Bermuda as International General
Insurance Holdings Limited and trade under the NASDAQ ticker
“IGIC”.
About IGI: IGI is a leading international specialist commercial
insurer and reinsurer, underwriting a diverse portfolio of
specialty lines. Established in 2001, IGI is an entrepreneurial
business with a worldwide portfolio of energy, property,
construction & engineering, ports & terminals, financial
institutions, casualty, legal expenses, general aviation,
professional indemnity, marine liability, political violence,
forestry and reinsurance treaty business. Registered in the Dubai
International Financial Centre with operations in Bermuda, London,
Amman, Labuan and Casablanca, IGI always aims to deliver
outstanding levels of service to clients and brokers. IGI is rated
“A” (Excellent) with a Stable outlook by AM Best and “A-“with a
Stable outlook by S&P Global Ratings. For more information
about IGI, please visit www.iginsure.com.
About Tiberius: Tiberius is a blank check company with over $200
million of capital in trust and forward purchase commitments and is
led by Michael Gray and Andrew Poole. Tiberius was formed for the
purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization, or
similar business combination with one or more target businesses in
the insurance sector. The executives and Board of Directors of
Tiberius have greater than 140 years of public company operational,
regulatory and insurance public company leadership. For more
information about Tiberius, please visit www.tiberiusco.com.
Important Information About the Proposed Transaction and Where
to Find It: In connection with the proposed transaction, IGI
Holdings has filed a registration statement on Form F-4 (the “F-4”)
with the Securities and Exchange Commission (the “SEC”) which will
include a prospectus with respect to IGI Holding’s securities to be
issued in connection with the proposed business combination and a
proxy statement with respect to Tiberius’s stockholder meeting at
which Tiberius’s stockholders will be asked to vote on the proposed
transaction. Tiberius’s stockholders and other interested persons
are advised to read the F-4 and the amendments thereto and other
information filed with the SEC in connection with the proposed
transaction, as these materials contain important information about
IGI, Tiberius, and the proposed transaction. When available, the
proxy statement contained in the F-4 and other relevant materials
for the proposed transaction will be mailed to stockholders of
Tiberius as of a record date to be established for voting on the
proposed transaction. Stockholders will also be able to obtain
copies of the F-4 and other documents filed with the SEC, without
charge at the SEC’s website at www.sec.gov, or by directing a
request to: Tiberius Acquisition Corp., 3601 N Interstate 10
Service Rd W, Metairie, LA 70002.
Participants in the Solicitation: Tiberius, IGI, IGI Holdings,
and certain of their respective directors and executive officers
may be deemed participants in the solicitation of proxies from
Tiberius’s stockholders with respect to the proposed transaction. A
list of the names of Tiberius’s directors and executive officers
and a description of their interests in Tiberius is contained in
Tiberius’s annual report on Form 10-K for the fiscal year ended
December 31, 2018, which was filed with the SEC and is available
free of charge at the SEC’s web site at www.sec.gov, or by
directing a request to Tiberius Acquisition Corp., 3601 N
Interstate 10 Service Rd W, Metairie, LA 70002, Attention: Bryce
Quin. Additional information regarding the interests of such
participants is contained in the F-4.
IGI and certain of its directors and executive officers may also
be deemed to be participants in the solicitation of proxies from
the stockholders of Tiberius in connection with the proposed
transaction. A list of the names of such directors and executive
officers is included in the F-4 when available.
No Offer or Solicitation: This press release shall not
constitute a solicitation of a proxy, consent, or authorization
with respect to any securities or in respect of the proposed
transaction. This press release shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor
shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of section 10 of the Securities Act of 1933, as
amended.
Forward-Looking Statements: This press release includes
“forward-looking statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation Reform Act
of 1995. The expectations, estimates, and projections of the
businesses of Tiberius, IGI and IGI Holdings may differ from their
actual results and consequently, you should not rely on these
forward looking statements as predictions of future events. Words
such as “expect,” “estimate,” “project,” “budget,” “forecast,”
“anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,”
“believes,” “predicts,” “potential,” “continue,” and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, expectations with respect to future performance,
projected financial information, statements regarding the
anticipated financial impact of the proposed transaction, the
satisfaction of the closing conditions to the proposed transaction,
including without limitation receipt of all required regulatory
approvals, and the timing of the completion of the proposed
transaction. These forward-looking statements involve significant
risks and uncertainties that could cause the actual results to
differ materially from the expected results. Most of these factors
are outside of the control of Tiberius, IGI, and IGI Holdings and
are difficult to predict. Factors that may cause such differences
include, but are not limited to: (1) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the business combination agreement, (2) the outcome
of any legal proceedings that may be instituted against the parties
following the announcement of the business combination agreement
and the transactions contemplated therein; (3) the inability to
complete the proposed transaction, including due to failure to
obtain approval of the stockholders of Tiberius or other conditions
to closing in the business combination agreement; (4) the
occurrence of any event, change, or other circumstance that could
give rise to the termination of the business combination agreement
or could otherwise cause the transaction to fail to close; (5) the
receipt of an unsolicited offer from another party for an
alternative business transaction that could interfere with the
proposed transaction; (6) the inability to obtain or maintain the
listing of the post-acquisition company’s common shares on Nasdaq
in connection with or following the closing of the proposed
transaction; (7) the risk that the proposed transaction disrupts
current plans and operations as a result of the announcement and
consummation of the proposed transaction; (8) the potential
inability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably and retain its key employees; (9) costs related
to the proposed transaction; (10) changes in applicable laws or
regulations; (11) the demand for IGI’s and the combined company’s
services together with the possibility that IGI or the combined
company may be adversely affected by other economic, business,
and/or competitive factors; and (12) other risks and uncertainties
indicated from time to time in the proxy statement relating to the
proposed transaction, including those under “Risk Factors” therein,
and in Tiberius’s other filings with the SEC. The foregoing list of
factors is not exclusive. In addition, any financial projections
issued by the parties are inherently based on various estimates and
assumptions that are subject to the judgment of those preparing
them and are also subject to significant economic, competitive,
industry and other uncertainties and contingencies, all of which
are difficult or impossible to predict and many of which are beyond
the control of Tiberius and IGI. There can be no assurance that
IGI’s financial condition or results of operations will be
consistent with those set forth in such financial projections. You
should not place undue reliance upon any forward-looking
statements, which speak only as of the date made. Tiberius, IGI,
and IGI Holdings do not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in their
expectations or any change in events, conditions, or circumstances
on which any such statement is based.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200130005842/en/
Tiberius Acquisition Investors: Andrew Poole, Chief
Investment Officer apoole@tiberiusco.com
International General Insurance Investors: Robin Sidders,
Head of Investor Relations +44 (0) 20 7220 4937
Robin.Sidders@iginsure.com
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