IGI completes Tiberius deal and gets Nasdaq listing
International General Insurance Holdings Limited (“IGI” or the “Company”) and Tiberius Acquisition Corporation (“Tiberius”) (NASDAQ: TIBR) are pleased to announce the consummation of the previously announced business combination between them pursuant to a business combination agreement dated October 10, 2019.
The business combination was approved by Tiberius stockholders at a Special Meeting of Stockholders on Friday, March 13, 2020, and previously approved by former IGI shareholders, who exchanged 100% of the outstanding shares of the former IGI for common shares of IGI Holdings, plus an aggregate of $80 million. As a result, the former Dubai-registered IGI became a wholly-owned subsidiary of the new public company, registered in Bermuda, named International General Insurance Holdings Limited (“IGI Holdings”). IGI Holdings Ltd. will trade on the Nasdaq Capital Market under the symbol “IGIC”.
As part of the transaction, Tiberius and IGI raised approximately $146 million of gross equity capital (including non-redeeming Tiberius shareholders and equity raised in private placements) with approximately $40 million of equity capital contributed to IGI’s balance sheet. The capital will support IGI’s core specialty (re)insurance business and position it to take advantage of attractive worldwide market conditions.
Wasef Jabsheh, CEO and Founder of IGI, is serving as Chairman of the Board of IGI Holdings, which will be composed of highly respected and a majority of independent directors.
Key Transaction Terms and Details
The transaction consideration payable to former IGI shareholders in connection with the business combination is $390.3 million. IGI’s shareholders’ equity was $314.1 million as of February 29, 2020. Upon transaction close, IGI Holdings pro forma book value per share was approximately $7.81 reflecting IGI’s shareholders’ equity as of February 29, 2020, plus approximately $40 million of equity capital contributed to IGI’s balance sheet.
In connection with the business combination, Tiberius merged with a wholly-owned subsidiary of IGI Holdings, with Tiberius surviving the merger and becoming a wholly-owned subsidiary of IGI Holdings. The new group holding company is named International General Insurance Holdings Ltd. and is domiciled in Bermuda. Each share of Tiberius common stock was exchanged for one IGI Holdings common share on March 17, 2020. Immediately following the closing of the business combination, the total number of IGI Holdings common shares outstanding was 48,447,306 and the total number of IGI Holdings warrants outstanding was 17,250,000.
In addition to the common share exchange, each of Tiberius’ public warrants ceased to represent a right to acquire shares of Tiberius common stock and instead represents the right to acquire one common share of IGI Holdings on the same terms as in effect immediately prior to the closing of the business combination. The warrant exercise price for each IGI Holdings common share is $11.50.
Also, upon the consummation of the business combination, each outstanding unit of Tiberius was automatically separated into one share of Tiberius common stock and one Tiberius warrant, which were exchanged for one IGI Holdings common share and one IGI Holdings warrant, respectively.
The IGI Holdings common shares and warrants are expected to commence trading on Nasdaq on the morning of Wednesday, March 18, 2020, under the ticker symbols “IGIC” and “IGICW”, respectively.
Authored by IGI
About IGI
Established in 2001, International General Insurance (IGI) is a global privately-owned specialist commercial insurer and reinsurer. Our vision is to be the company of choice for clients and brokers through market-leading service and our reputation for stable management and capital security.
A diverse and highly experienced team of underwriters operates our office in London. We also have offices in Dubai, Amman, Casablanca and Kuala Lumpur.
Our diverse portfolio of specialty lines includes Energy, Property, Construction & Engineering, Ports & Terminals, Financial Institutions, Aviation, Professional Indemnity, Political Violence, Legal Expenses, D&O, Casualty, Forestry and Treaty Reinsurance.
Standard and Poor’s upgraded our financial strength rating to “A- “, with a Stable outlook. A.M. Best rated the company A- (Excellent), with a Positive outlook, stating, “the revised outlook reflects IGI’s consistent record of very strong operating performance and the continuous improvement in its enterprise risk management framework.”
We take pride in providing proactive claims management, coupled with open communication, leading to the efficient handling of claims. We endeavour to act fairly and honourably in our relations with clients and brokers.