DUBAI, United Arab Emirates and
NEW ORLEANS, Oct. 10, 2019 /PRNewswire/ -- International
General Insurance Holdings Ltd. ("IGI" or the "company") and
Tiberius Acquisition Corp. (NASDAQ: TIBR) ("Tiberius"), a publicly
traded special purpose acquisition company, announced today that
they, and certain related parties, have entered into a definitive
business combination agreement which will result in the public
listing of IGI. Under the terms of the agreement, IGI and Tiberius
will combine under a new holding company to be domiciled in
Bermuda, International General
Insurance Holdings Limited, Bermuda ("IGI Holdings"), and IGI Holdings is
expected to be listed on the Nasdaq Capital Market under the symbol
"IGIC".
IGI is an A (Excellent) AM Best rated international specialist
(re)insurer underwriting 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 through its presence in
Bermuda, London, Amman, Dubai,
Labuan and Casablanca. IGI was
launched in 2001 and has been led since its inception by
Wasef Jabsheh. Mr. Jabsheh has over
50 years of experience as a (re)insurance leader in worldwide
markets having been instrumental in establishing Abu Dhabi National
Insurance Company in 1973, and founding Middle East Insurance
Brokers in 1990 and International Marine & General Insurance
Co. in 1991 (sold to Houston Casualty Company (HCC) in 1994). IGI
has consistently generated a 90% average combined ratio over the
past 10 years with prudent, sound underwriting, providing insurance
products in more than 200 countries including markets with
attractive growth rates.
Wasef Jabsheh, Vice Chairman and
CEO of IGI, said: "I am very proud of IGI's accomplishments over
the past 17 years as a client-focused and underwriting-first
worldwide specialty (re)insurer with a demonstrable track record of
superior results. Entering the public markets as a scaled,
publicly-traded, pure-play specialty commercial (re)insurer
enhances our ability to continue to prudently grow our business and
compound tangible book value by delivering low-volatility returns.
I am particularly pleased that I will continue to personally own a
meaningful part of this company and oversee the next phase of IGI's
growth as a public company while maintaining the key tenets of the
culture that has made IGI successful since inception. IGI will
always deliver world class service to our clients while driving
long-term total value creation for our shareholders."
Waleed Jabsheh, President of IGI,
said: "As a recognized leader in non-US (re)insurance commercial
property casualty markets and one of the preeminent MENA
underwriters in the world, IGI has a global platform and
infrastructure that provides a service-focused approach for clients
and will enable new shareholders to take advantage of current
market conditions. This transaction will allow IGI to continue to
execute its organic growth plan through expanding capacity and
relationships in its core Afro-Asian, European and Latin American
markets, maintain high levels of capital adequacy, enhance its
credit ratings over time, and facilitate its potential entry into
the US excess and surplus (E&S) markets."
Michael Gray, Chairman &
Chief Executive Officer of Tiberius, and Andrew Poole, Chief Investment Officer of
Tiberius, said: "The acquisition of IGI is perfectly aligned with
our objectives. Since inception, IGI has had an enviable track
record of growth in tangible book value per share through
high-quality and low-volatility ROE, cycle management, its
conservative reserving philosophy and a unique ability to benefit
from changes in the property casualty insurance cycle. Recent
catastrophic events during 2017 and 2018 along with the low
interest rate environment globally are driving rate momentum in the
global (re)insurance market. The time for IGI to enhance its
capitalization and access to low cost capital to take advantage of
these conditions is ideal and we look forward to participating in
the company's future success as significant investors and providing
our experienced investment management and public market
perspectives to drive further value creation going forward."
The respective boards of directors of both Tiberius and IGI have
unanimously approved the proposed transaction. Completion of the
proposed transaction is subject to the approval of Tiberius
stockholders, the SEC declaring a registration statement effective
and other customary/regulatory closing conditions. The proposed
transaction is expected to close in Q1 2020.
Highlights of the proposed transaction:
IGI is excited to partner with Tiberius and draw upon its
highly-experienced management team and Board of Directors comprised
of insurance veterans including senior executives, former
regulators and investors in order to focus on ensuring an optimized
public listing process for the company. With more than $100 million of committed capital, Tiberius has
already underscored the value that its structure brings to IGI's
public listing process.
Tiberius believes that its combination with IGI represents an
opportunity to invest in a best-in-class insurance company at an
attractive valuation and is consistent with the approach and
objectives outlined at the time of Tiberius' initial public
offering. The transaction provides Tiberius an opportunity to
partner with an exceptional, well-aligned management team which is
committed to continue building on its already impressive business.
The details of Tiberius' investment rationale are highlighted
below:
- The transaction is offered at an attractive entry valuation
relative to specialty insurance peers. At the agreed price, IGI is
valued at approximately 1.26x book value[1], which is a significant
discount to the median price to book value of publicly-listed
specialty insurers in the US, UK and Bermuda.
- IGI has a 17-year track record of creating shareholder value
through superior underwriting, capital management, and conservative
investment management, delivering a 361% return for shareholders
since inception.
- IGI's market respected and recognized management team is
fully-aligned with public investors and has received numerous
industry awards. Wasef Jabsheh was
recognized as the 2019 Ernst & Young Entrepreneur of the Year
for Jordan and IGI was the 2018
Reinsurer of the Year at the MENA Insurance Awards.
- Approximately $120 million of
accretive capital is being raised to prudently take advantage of
the improving (re)insurance rate environment with a continued focus
on profitability and capital preservation that has led IGI to
deliver a 90% average combined ratio over the last 10 years.
- IGI's business consists of 17 business lines spanning across
attractive specialty and niche products in 200 plus countries with
a business plan to selectively expand into new specialty lines and
markets, including a potential entry into the US E&S
markets.
- IGI possesses a scalable and highly efficient infrastructure,
with cost-efficient back office operations in Amman, Jordan.
- IGI has a strong balance sheet with no financial leverage,
intangible assets representing only 1% of book value, a
conservative investment portfolio, robust solvency ratios and
liabilities supported by a rigorous reserving process.
- IGI's prudent reserving philosophy and resulting track record
of favorable prior-period reserve development, has contributed 12
percentage points to IGI's combined ratio over the last 5
years.
- There is an opportunity for investment portfolio optimization
as IGI selectively shifts from cash into an overall balanced
portfolio consisting of highly-rated fixed income securities in
line with its peers, potentially improving its investment yield by
~40-70bps.
- IGI has delivered low volatility returns with an unlevered ROE
of approximately 9% through multiple market cycles.
Details of the transaction:
Under the terms of the definitive business combination
agreement, the transaction reflects an approximately $550 million public market capitalization
(assuming no trust account redemptions by Tiberius public
stockholders). The acquisition will be funded through a combination
of cash in Tiberius's trust account, forward purchase commitments,
and proceeds from a common stock private placement led by premier
institutional investors. The transaction's minimum monetary
threshold ($100 million) is fully
committed from existing forward purchase commitments and current
Tiberius investors who have waived their right to redeem alongside
a significant backstop from Tiberius's sponsor and new PIPE
investors purchasing stock at $10.20
per share. In addition, Tiberius has entered into an agreement
to repurchase 3 million of its warrants for $0.75 per warrant.
Upon the closing of the proposed transaction, it is expected
that IGI's senior management will continue to serve in their
current roles and execute long-term employment contracts.
Wasef Jabsheh will own approximately
24% of the company post-transaction. Michael Gray, CEO and Chairman of Tiberius, and
Andrew Poole, Chief Investment
Officer of Tiberius, will serve as board members of the combined
company.
For additional information on the proposed transaction, please
see Tiberius's Current Report on Form 8-K relating to the
transaction, which will be filed promptly and can be obtained at
the website of the US Securities and Exchange Commission ("SEC") at
www.sec.gov.
Pro Forma Financial Profile:
- IGI's IFRS book value was $316
million as of June 30, 2019.
This transaction is expected to close in Q1 2020 and add
approximately $120 million of equity
to IGI's balance sheet after giving effect to transaction
expenses.
- IGI's gross premium written is expected to be $340 million and net operating income is expected
to be $30 million in 2019. Premium
growth of approximately 13% year-over-year reflects an improving
market environment and rate increases across IGI's book of
business.
- IGI intends to maintain its historical 40% payout ratio
post-closing of the business combination.
- IGI's financial projections exclude any potential impact of
prior year reserve development.
Additional Information:
RBC Capital Markets is serving
as exclusive financial advisor to IGI. Freshfields Bruckhaus
Deringer LLP is acting as legal advisor to IGI. Cantor and Dowling
& Partners are serving as capital markets advisors to Tiberius.
Cantor is serving as private placement agent and Ellenoff Grossman
& Schole LLP and Lamson Dugan
& Murray LLP are serving as legal advisors to Tiberius.
Investor Conference Call Information:
IGI and Tiberius
will host a joint investor conference call to discuss the proposed
transaction tomorrow, October 11,
2019 at 10:00 am ET.
Interested parties may listen to the prepared remarks call via
telephone by dialing +1 (844) 512-2921, or for international
callers, +1 (412) 317-6671. A telephone/web replay will
be available from 10:00 am ET on
October 11, 2019 to 11:59 pm ET on October 18,
2019. The replay PIN number is 1136555. The replay can also
be accessed at www.tiberiusco.com.
The related investor presentation with more detailed information
regarding the proposed transaction and a transcript of the investor
call (once available) will be posted at (www.tiberiusco.com or
www.iginsure.com). The investor presentation will also be
furnished today by Tiberius to the SEC on a current report on Form
8-K, which can be viewed at the SEC's website at www.sec.gov.
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. S&P
Global Ratings confirmed IGI's financial strength rating to "A-",
with a Stable outlook. AM Best upgraded the company to "A"
(Excellent), with a Stable outlook, stating "the upgrade reflects
IGI's resilient operating results, which have been driven by robust
underwriting performance over the longer term". 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 intends to file 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, when
available, the F-4 and the amendments thereto and other information
filed with the SEC in connection with the proposed transaction, as
these materials will 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, once
available, 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.
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 will be 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 will be 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.
Non-IFRS Financial Measures:
This press release
includes certain non-IFRS financial measures, including net
operating income and pro forma net operating income. These
financial measures have not been prepared in accordance with IFRS
and include certain adjustments and modifications which would not
be permitted in financial measures prepared in accordance with
IFRS. However, management uses these measures, and believes that
these measures are important, in evaluating its own business.
Management also believes that these non-IFRS financial measures are
useful to investors and other users of IGI's financial statements
in evaluating IGI's operating performance because they provide an
additional tool to compare business performance across periods and
among companies. These non-IFRS financial measures also enable
investors to more easily evaluate the underlying financial
performance of IGI. The presentation of non-IFRS financial measures
is intended to complement, and should not be considered an
alternative to, the presentation of IGI's results under IFRS. In
addition, non-IFRS financial measures as presented in this press
release may not be comparable to similarly titled measures used by
other companies.
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 including
projected IGI data for 2019 (which has not been audited or reviewed
by auditors), 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, the financial projections
included herein 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.
Tiberius Acquisition Investor Contact:
Andrew Poole
+1.504.754.6671
apoole@tiberiusco.com
International General Insurance Media
Contact:
Mairi Mallon
(Rein4ce for IGI)
+ 44 (0) 7843076533
Mairi.Mallon@rein4ce.co.uk
1 Calculated assuming $10.45 price per Tiberius share, no redemption of
shares, pro forma outstanding shares of 52.682 million & pro
forma book value of $437mm (6/30/19
standalone book value of $316mm and $121mm of incremental balance
sheet cash).
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SOURCE Tiberius Acquisition Corporation