Item 1.01. Entry Into A Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K filed by Tiberius
Acquisition Corporation, a Delaware corporation ("Tiberius"), with the U.S.
Securities and Exchange Commission ("SEC") on October 17, 2019, on October 10,
2019, Tiberius entered into the Business Combination Agreement (the "Business
Combination Agreement") with Lagniappe Ventures LLC, a Delaware limited
liability company (the "Sponsor"), International General Insurance Holdings
Ltd., a company organized under the laws of the Dubai International Financial
Centre ("IGI"), and Wasef Jabsheh, and pursuant to a joinder thereto,
International General Insurance Holdings Ltd., a Bermuda exempted company
("Pubco" or "IGI Holdings") and Tiberius Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Pubco ("Merger Sub"). Among other
things, the Business Combination Agreement provides for (i) the merger of
Tiberius with and into Merger Sub, with Tiberius surviving the merger and the
security holders of Tiberius becoming security holders of Pubco, (ii) the
exchange of all or substantially all of the outstanding share capital of IGI by
the shareholders of IGI for a combination of common shares of Pubco and
aggregate cash consideration of $80.0 million (the "Business Combination") and
(iii) the adoption of Pubco's amended and restated bye-laws.
On February 12, 2020, the parties to the Business Combination Agreement entered
into the First Amendment to Business Combination Agreement (the "First
Amendment") pursuant to which compliance by Tiberius and the Sponsor with their
respective obligations under the Letter Agreement (as defined below) was added
as a closing condition to the consummation of the Business Combination.
Also, on February 12, 2020, Tiberius, the Sponsor, Pubco and IGI entered into a
letter agreement (the "Letter Agreement") pursuant to which (a) the Sponsor
agreed to forfeit 180,000 shares of its common stock of Tiberius (the
"Forfeiture") upon the closing of the Business Combination and (b) Tiberius
agreed to use its reasonable best efforts to repurchase 3,000,000 warrants to
purchase shares of common stock of Tiberius from a warrant holder at the closing
of the Business Combination for an aggregate price of $4,275,000 (the "Warrant
Repurchase").
The foregoing descriptions of the First Amendment and the Letter Agreement are
not complete and are qualified in their entirety by reference to the full text
of the First Amendment and Letter Agreement, copies of which are filed hereto as
Exhibit 2.1 and Exhibit 10.1, respectively, and are incorporated herein by
reference.
Item 8.01. Other Events.
On February 13, 2020, the Company issued a press release announcing the Warrant
Repurchase and the Forfeiture, a copy of which is attached as Exhibit 99.1 to
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 First Amendment to Business Combination Agreement, dated as of
February 12, 2020.
10.1 Letter Agreement, dated as of February 12, 2020, among Tiberius, the
Sponsor, Pubco and IGI.
99.1 Press Release, dated February 13, 2020.
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ADDITIONAL INFORMATION
In connection with the proposed transaction, IGI Holdings has filed a
registration statement on Form F-4 (the "Form F-4") with the SEC which includes
a prospectus with respect to IGI Holding's securities to be issued in connection
with the proposed transaction and a proxy statement with respect to Tiberius's
stockholders 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 Form 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 Form
F-4 and other relevant materials for the proposed transaction will be mailed to
the stockholders of Tiberius as of the record date for voting on the proposed
transaction. Stockholders will also be able to obtain copies of the Form 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.
DISCLAIMER
This report and the exhibits hereto do not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation of any vote or
approval, nor shall there be any sale of securities in any jurisdiction 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.
PARTICIPANTS IN THE BUSINESS COMBINATION
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, 2019, 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 Form 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 Form F-4.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This report 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.
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