Item 7.01. Regulation FD Disclosure.
As previously reported on a Current Report on Form 8-K filed by Tiberius
Acquisition 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 (as amended, the "Business Combination
Agreement") with Lagniappe Ventures LLC, 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 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 March 2, 2020, IGI issued a press release announcing its preliminary
condensed unaudited financial results for the full year 2019, a copy of which is
attached as Exhibit 99.1 to this Current Report on Form 8-K.
On February 24, 2020, IGI issued a press release announcing the names of the
members of its full board of directors who will hold office upon the closing of
the Business Combination, a copy of which is attached as Exhibit 99.2 to this
Current Report on Form 8-K.
In accordance with General Instruction B.2 of Current Report on Form 8-K, the
foregoing information and the exhibits hereto shall not be deemed "filed" for
the purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") or otherwise subject to the liabilities of that section,
nor shall such information, including Exhibit 99.1 and Exhibit 99.2, be deemed
incorporated by reference into any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated March 2, 2020.
99.2 Press Release, dated February 24, 2020.
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 has been
declared effective. The Form F-4 includes a prospectus with respect to IGI
Holdings' 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 and supplements 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.
The proxy statement contained in the Form F-4 and other relevant materials for
the proposed transaction have been mailed to the stockholders of Tiberius as of
the record date for voting on the proposed transaction. Stockholders are also
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 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.
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 in
connection with or related to the Business Combination Agreement and the
transactions contemplated therein; (3) the inability to complete the proposed
transaction, including due to the failure to obtain the 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 or warrants 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; (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 the combined company's ability to 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 Form F-4 and the proxy statement relating to the proposed
transaction, including those under "Risk Factors" therein, and in Tiberius's and
IGI Holdings' 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 and forward-looking statements. 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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