UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed
by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under §240.14a-12
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Tiberius
Acquisition Corporation
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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PRELIMINARY
PROXY MATERIALS
SUBJECT TO COMPLETION
LETTER TO STOCKHOLDERS OF TIBERIUS ACQUISITION
CORPORATION
3601 N INTERSTATE 10 SERVICE RD W
METAIRIE, LA 70002
TO BE HELD ON MARCH 19, 2020
Dear Tiberius Acquisition Corporation Stockholder:
You are cordially invited to attend a special
meeting of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), which will be held on March
19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, NY 10105 (the “Special Meeting”).
The attached Notice of the Special
Meeting and proxy statement describe the business Tiberius will conduct at the Special Meeting (unless Tiberius determines
that it is not necessary to hold the Special Meeting as described in the accompanying proxy statement) and provide
information about Tiberius that you should consider when you vote your shares. As set forth in the attached proxy statement,
the Special Meeting will be held for the purpose of considering and voting on the following proposals:
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1.
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Proposal No. 1 – Extension Amendment Proposal – To amend Tiberius’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Tiberius has to consummate a business combination (the “Extension”) from March 20, 2020 to April 20, 2020 (the “Extended Date”) (the “Extension Amendment Proposal”); and
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Proposal No. 2 – Adjournment Proposal – To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
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Each of the Extension Amendment Proposal
and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully
each of the proposals in the accompanying proxy statement before you vote.
The purpose of the Extension Amendment Proposal
and, if necessary, the Adjournment Proposal, is to allow Tiberius additional time to complete the proposed transactions (the “Business
Combination”) pursuant to that certain Business Combination Agreement, dated as of October 10, 2019 (as it may be amended,
the “Business Combination Agreement”), by and among Tiberius, Lagniappe Ventures LLC, a Delaware limited liability
company and sponsor of Tiberius (solely in the capacity as the Purchaser Representative), International General Insurance Holdings
Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”), and Wasef Jabsheh
(solely in the capacity as the representative of holders of IGI’s outstanding capital shares that execute and deliver an
exchange agreement), and pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda exempted company
(“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Pubco.
The Certificate of Incorporation provides
that Tiberius has until March 20, 2020 to complete its initial business combination (the “Termination Date”).
Tiberius’s board of directors (the “Board”) has determined that it is in the best interests of Tiberius
to seek an extension of the Termination Date and have Tiberius’s stockholders approve the Extension Amendment Proposal to
allow for a short period of additional time to consummate the Business Combination if needed. Tiberius has called a special meeting
of its stockholders to be held on March 13, 2020 to approve the Business Combination (referred to herein as the “Business
Combination Special Meeting”). While Tiberius is using its best efforts to complete the Business Combination on or before
the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius
stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated
on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination.
Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to
complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing
the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating
the Business Combination.
If the Extension is approved and implemented,
subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt
of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the
Business Combination as soon as possible and in any event on or before the Extended Date.
If Tiberius’s stockholders
approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business
Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use
its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business
Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius
completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the
Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but
will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special
Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its
Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to
complete the Business Combination on or before the Termination Date.
As contemplated by the Certificate of Incorporation,
the holders of Tiberius’s common stock, par value $0.0001 per share (the “Common Stock”), issued in Tiberius’s
initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in
exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented (the “Redemption”).
If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to
have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares
will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem
your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection
with the Special Meeting.
On the Record Date (defined below), the redemption
price per share was approximately $10.42 (which is expected to be the same approximate amount two business days prior to the Special
Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $178.9 million as of the Record Date (including
interest not previously released to Tiberius to pay its franchise and income taxes), divided by the total number of then outstanding
Public Shares. The closing price of the Common Stock on the Nasdaq Capital Market on the Record Date was $10.45. Accordingly, if
the market price of the Common Stock were to remain the same until the date of the Special Meeting, exercising redemption rights
would result in a public stockholder receiving approximately $0.03 less per share than if the stock was sold in the open market.
Tiberius cannot assure stockholders that they will be able to sell their shares of Common Stock in the open market, even if the
market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when such stockholders wish to sell their shares. Tiberius believes that such redemption right enables its public stockholders
to determine whether or not to sustain their investments for an additional period if Tiberius does not complete the Business Combination
on or before the Termination Date.
If the Extension Amendment Proposal is not
approved, and the Business Combination is not completed on or before the Termination Date, March 20, 2020, as contemplated by and
in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor,
redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing
(A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its
franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then
outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right
to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of Tiberius’s remaining stockholders and the Board in accordance with
applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under
the General Corporation Law of the State of Delaware, as amended from time to time, to provide for claims of creditors and other
requirements of applicable law.
Subject to the foregoing, the approval of
the Extension Amendment Proposal requires the affirmative vote of the holders, as of the Record Date, of at least sixty-five percent
(65%) of all outstanding shares of Common Stock.
Approval of the Adjournment Proposal requires
the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented
by proxy at the Special Meeting and entitled to vote thereon. The Adjournment Proposal will only be put forth for a vote if there
are not sufficient votes to approve the Extension Amendment Proposal at the Special Meeting.
The Board has fixed the close of business
on February 14, 2020 (the “Record Date”) as the date for determining Tiberius’s stockholders entitled
to receive notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of Common Stock on that
date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. However, the holders of Common
Stock may elect to redeem all or a portion of their shares in connection with the Special Meeting, even if they did not elect to
redeem such shares in connection with the Business Combination Special Meeting.
Tiberius believes that given Tiberius’s
expenditure of time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best
position possible to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders
that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its
stockholders. For more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020,
mailed to Tiberius stockholders on or about February 20, 2020.
After careful consideration of all relevant
factors, the Board has determined that the Extension Amendment Proposal and the Adjournment Proposal are in the best interests
of Tiberius and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR”
such proposals.
Enclosed is the proxy statement containing
detailed information about the Special Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you
plan to attend the Special Meeting, Tiberius urges you to read this material carefully and vote your shares.
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By Order of the Board of Directors of Tiberius Acquisition Corporation
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Michael Gray
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Executive Chairman
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March , 2020
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Your vote is very important. Whether
or not you plan to attend the Special Meeting, please vote as soon as possible by following the instructions in this proxy statement
to make sure that your shares are represented at the Special Meeting. The approval of the Extension Amendment Proposal requires
the affirmative vote of the holders of at least sixty-five percent (65%) of all the outstanding shares of Common Stock as of the
Record Date. Accordingly, if you fail to vote by proxy or to vote in person at the Special Meeting, your shares will not be counted
in connection with the determination of whether a valid quorum is established, and, if a valid quorum is established, such failure
to vote will have the effect of voting “AGAINST” the Extension Amendment Proposal. Approval of the Adjournment Proposal
requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or
represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, if you fail to vote by proxy or to vote
in person at the Special Meeting, your shares will not be counted in connection with the determination of whether a valid quorum
is established, and, if a valid quorum is otherwise established, such failure to vote will have no effect on the outcome of any
vote on the Adjournment Proposal. If you hold your shares in “street name” through a bank, broker or other nominee,
you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented
and voted at the Special Meeting.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
OF TIBERIUS ACQUISITION CORPORATION
TO BE HELD ON MARCH 19, 2020
To the Stockholders of Tiberius Acquisition Corporation:
NOTICE IS HEREBY GIVEN that a special
meeting of the stockholders of Tiberius Acquisition Corporation, a Delaware corporation (“Tiberius”), will
be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas,
11th Floor, New York, NY 10105 (the “Special Meeting”). You are cordially invited to attend the
Special Meeting for the purpose of considering and voting on the following proposals (unless Tiberius determines that it is
not necessary to hold the Special Meeting as described in the accompanying proxy statement), more fully described below in
this proxy statement, which is dated March , 2020 and is first being mailed to stockholders on or about that date:
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1.
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Proposal No. 1 – Extension Amendment Proposal – To amend Tiberius’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Tiberius has to consummate a business combination (the “Extension”) from March 20, 2020 to April 20, 2020 (the “Extended Date”) (the “Extension Amendment Proposal”); and
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Proposal No. 2 – Adjournment Proposal – To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
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The purpose of the Extension Amendment Proposal
and, if necessary, the Adjournment Proposal, is to allow Tiberius additional time to complete the proposed transactions (the “Business
Combination”) pursuant to that certain Business Combination Agreement, dated as of October 10, 2019 (as it may be amended,
the “Business Combination Agreement”), by and among Tiberius, Lagniappe Ventures LLC, a Delaware limited liability
company and sponsor of Tiberius (solely in the capacity as the Purchaser Representative) (the “Tiberius Sponsor”),
International General Insurance Holdings Ltd., a company organized under the laws of the Dubai International Financial Center (“IGI”),
and Wasef Jabsheh (solely in the capacity as the representative of holders of IGI’s outstanding capital shares that execute
and deliver an exchange agreement), and pursuant to a joinder thereto, International General Insurance Holdings Ltd., a Bermuda
exempted company (“Pubco”), and Tiberius Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary
of Pubco.
The Certificate of Incorporation provides
that Tiberius has until March 20, 2020 to complete its initial business combination (the “Termination Date”).
Tiberius’s board of directors (the “Board”) has determined that it is in the best interests of Tiberius
to seek an extension of the Termination Date and have Tiberius’s stockholders approve the Extension Amendment Proposal to
allow for a short period of additional time to consummate the Business Combination if needed. Tiberius has called a special meeting
of its stockholders to be held on March 13, 2020 to approve the Business Combination (referred to herein as the “Business
Combination Special Meeting”). While Tiberius is using its best efforts to complete the Business Combination on or before
the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of Tiberius
stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated
on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination.
Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to
complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing
the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating
the Business Combination.
If the Extension is approved and implemented,
subject to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt
of the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the
Business Combination as soon as possible and in any event on or before the Extended Date.
If Tiberius’s stockholders
approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business
Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use
its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business
Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius
completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the
Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but
will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special
Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its
Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to
complete the Business Combination on or before the Termination Date.
As contemplated by the Certificate of Incorporation,
the holders of Tiberius’s common stock, par value $0.0001 per share (the “Common Stock”), issued in Tiberius’s
initial public offering (the “Public Shares”) may elect to redeem all or a portion of their Public Shares in
exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented (the “Redemption”).
If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to
have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares
will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem
your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection
with the Special Meeting.
On the Record Date (defined below), the redemption
price per share was approximately $10.42 (which is expected to be the same approximate amount two business days prior to the Special
Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $178.9 million as of the Record Date (including
interest not previously released to Tiberius to pay its franchise and income taxes), divided by the total number of then outstanding
Public Shares. The closing price of the Common Stock on the Nasdaq Capital Market on the Record Date was $10.45. Accordingly, if
the market price of the Common Stock were to remain the same until the date of the Special Meeting, exercising redemption rights
would result in a public stockholder receiving approximately $0.03 less per share than if the stock was sold in the open market.
Tiberius cannot assure stockholders that they will be able to sell their shares of Common Stock in the open market, even if the
market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities
when such stockholders wish to sell their shares. Tiberius believes that such redemption right enables its public stockholders
to determine whether or not to sustain their investments for an additional period if Tiberius does not complete the Business Combination
on or before the Termination Date.
Approval of the Extension Amendment Proposal
is a condition to the implementation of the Extension. In addition, Tiberius will not proceed with the Extension if Tiberius does
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into account
the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before the Termination
Date.
If the Extension Amendment Proposal is not
approved, and the Business Combination is not completed on or before the Termination Date, as contemplated by and in accordance
with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100%
of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise
and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding
Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including the right to receive
further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of Tiberius’s remaining stockholders and the Board in accordance with applicable law,
dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the General Corporation
Law of the State of Delaware, as amended from time to time (the “DGCL”), to provide for claims of creditors
and other requirements of applicable law.
To
exercise your redemption rights, you must tender your Public Shares to Tiberius’s transfer agent at least two business days
prior to the Special Meeting (unless you
have elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not
need to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special
Meeting). You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering
your shares electronically using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian
(“DWAC”) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker
or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
Subject to the foregoing, the approval of
the Extension Amendment Proposal requires the affirmative vote of the holders, as of the Record Date, of at least sixty-five percent
(65%) of all outstanding shares of Common Stock.
Record holders of Common Stock at the close
of business on February 14, 2020 (the “Record Date”) are entitled to vote or have their votes cast at the Special
Meeting. On the Record Date, there were 21,562,500 issued and outstanding shares of Common Stock. Tiberius’s warrants do
not have voting rights.
This proxy statement contains important information
about the Special Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the
Special Meeting, Tiberius urges you to read this material carefully and vote your shares.
This proxy statement is dated March , 2020
and is first being mailed to stockholders on or about that date.
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By Order of the Board of Directors of Tiberius Acquisition Corporation
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Michael Gray
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Executive Chairman
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TABLE OF CONTENTS
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
Some of the statements contained in this
proxy statement constitute forward-looking statements within the meaning of the federal securities laws. Forward-looking statements
relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions
concerning matters that are not historical facts. Forward-looking statements reflect Tiberius’s current views with respect
to, among other things, Tiberius’s pending Business Combination with IGI, its capital resources and results of operations.
Likewise, Tiberius’s financial statements and all of Tiberius’s statements regarding market conditions and results
of operations are forward-looking statements. In some cases, you can identify these forward-looking statements by the use of terminology
such as “outlook,” “believes,” “expects,” “potential,” “continues,”
“may,” “will,” “should,” “could,” “seeks,” “approximately,”
“predicts,” “intends,” “plans,” “estimates,” “anticipates” or the negative
version of these words or other comparable words or phrases.
The forward-looking statements contained
in this proxy statement reflect Tiberius’s current views about future events and are subject to numerous known and unknown
risks, uncertainties, assumptions and changes in circumstances that may cause its actual results to differ significantly from those
expressed in any forward-looking statement. Tiberius does not guarantee that the transactions and events described will happen
as described (or that they will happen at all). The following factors, among others, could cause actual results and future events
to differ materially from those set forth or contemplated in the forward-looking statements:
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Tiberius’s ability to complete the Business Combination;
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the anticipated benefits of the Business Combination;
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the volatility of the market price and liquidity of the Common Stock and other securities of Tiberius;
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the use of funds not held in the Trust Account (as described herein) or available to Tiberius from interest income on the Trust Account balance; and
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the competitive environment in which IGI will operate following the Business Combination.
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While forward-looking statements reflect
Tiberius’s good faith beliefs, they are not guarantees of future performance. Tiberius disclaims any obligation to publicly
update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or
methods, future events or other changes after the date of this proxy statement, except as required by applicable law. For a further
discussion of these and other factors that could cause Tiberius’s future results, performance or transactions to differ significantly
from those expressed in any forward-looking statement, please see the section entitled “Risk Factors” in Tiberius’s
Annual Report on Form 10-K for the year ended December 31, 2019, as filed with the Securities and Exchange Commission (the “SEC”)
on February 10, 2020 and in other reports Tiberius files with the SEC. Risks regarding the Business Combination are also discussed
in the Registration Statement on Form F-4 filed with the SEC by Pubco. You should not place undue reliance on any forward-looking
statements, which are based only on information currently available to Tiberius (or to third parties making the forward-looking
statements).
QUESTIONS AND ANSWERS ABOUT THE SPECIAL
MEETING
The questions and answers below highlight
only selected information from this proxy statement and only briefly address some commonly asked questions about the Special Meeting
and the proposals to be presented at the Special Meeting. The following questions and answers do not include all the information
that is important to Tiberius stockholders. Stockholders are urged to read carefully this entire proxy statement, including Annex
A and the other documents referred to herein, to fully understand the proposals to be presented at the Special Meeting and the
voting procedures for the Special Meeting, which will be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman
& Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, NY 10105.
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Q:
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Why
am I receiving this proxy statement?
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A:
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Tiberius
is a blank check company incorporated as a Delaware corporation on November 18, 2015 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On March 20, 2018, Tiberius consummated its initial public offering of 15,000,000 Units, each consisting of one share of Common
Stock and one redeemable warrant (“Units”). On March 28, 2018, Tiberius consummated the sale of an additional
2,250,000 Units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The
Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. Like most blank check companies,
Tiberius’s Certificate of Incorporation provides for the return of the initial public offering proceeds held in trust to
the holders of Public Shares sold in the initial public offering if there is no qualifying business combination(s) consummated
on or before the Termination Date.
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Tiberius will hold the Business Combination Special Meeting
on March 13, 2020 to approve the Business Combination.
If Tiberius’s stockholders
approve the Business Combination at the Business Combination Special Meeting and the other conditions to the Business
Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius intends to use
its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business
Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius
completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the
Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but
will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special
Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its
Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not be able to
complete the Business Combination on or before the Termination Date.
Tiberius believes that it is in the best interests of Tiberius’s
stockholders to continue Tiberius’s existence until the Extended Date if necessary in order to allow Tiberius additional
time to complete the Business Combination and is therefore holding this Special Meeting.
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Q:
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When
and where is the Special Meeting?
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A:
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The
Special Meeting will be held on March 19, 2020, at 10:00 a.m., Eastern Time, at Ellenoff Grossman & Schole LLP, 1345 Avenue
of the Americas, 11th Floor, New York, NY 10105.
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Q:
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What
are the specific proposals on which I am being asked to vote at the Special Meeting?
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A:
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Tiberius
stockholders are being asked to consider and vote on the following proposals:
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1.
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Proposal No. 1 – Extension Amendment Proposal – To amend Tiberius’s amended and restated certificate of incorporation (the “Certificate of Incorporation”) to extend the date by which Tiberius has to consummate a business combination (the “Extension”) from March 20, 2020 to April 20, 2020 (the “Extended Date”) (the “Extension Amendment Proposal”); and
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2.
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Proposal No. 2 – Adjournment Proposal – To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal (the “Adjournment Proposal”).
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Q:
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Are
the proposals conditioned on one another?
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A:
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Approval
of the Extension Amendment Proposal is a condition to the implementation of the Extension. In addition, Tiberius will not proceed
with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment
Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business
Combination on or before the Termination Date.
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If the Extension is implemented and one or more Tiberius stockholders
elect to redeem their Public Shares pursuant to the Redemption (either in connection with the Special Meeting or the Business Combination
Special Meeting), Tiberius will remove from the Trust Account and deliver to the holders of such redeemed Public Shares an amount
equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares, and retain the
remainder of the funds in the Trust Account for Tiberius’s use in connection with consummating the Business Combination on
or before the Extended Date.
If the Extension Amendment Proposal is approved and the Extension
is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust
Account with respect to such redeemed Public Shares will reduce Tiberius’s net asset value. Tiberius cannot predict the amount
that will remain in the Trust Account following the Redemption if the Extension Amendment Proposal is approved, and the amount
remaining in the Trust Account may be only a small fraction of the approximately $179.8 million that was in the Trust Account as
of the Record Date.
If the Extension Amendment Proposal is not approved, and the
Business Combination is not completed on or before the Termination Date, as contemplated by and in accordance with the Certificate
of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible
but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in
consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on
deposit in the Trust Account, including interest not previously released to Tiberius to pay its franchise and income taxes (less
up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which
redemption will completely extinguish rights of the holders of Public Shares (including the right to receive further liquidating
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the DGCL to provide for claims of creditors and
other requirements of applicable law.
The Tiberius Sponsor and the officers and directors of Tiberius
waived their rights to participate in any liquidating distribution with respect to the 4,312,500 founder shares held by them. There
will be no distribution from the Trust Account with respect to Tiberius’s warrants, which will expire worthless in the event
Tiberius dissolves and liquidates the Trust Account. Tiberius will pay any costs of liquidation that exceed the $50,000 that may
be withdrawn from the Trust Account from its remaining assets outside of the Trust Account.
The Adjournment Proposal is conditioned on Tiberius not obtaining
the necessary votes for approving the Extension Amendment Proposal prior to the Special Meeting in order to seek additional time
to obtain sufficient votes in support of the Extension.
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Q:
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Why
is Tiberius proposing the Extension Amendment Proposal and the Adjournment Proposal?
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A:
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Tiberius’s
Certificate of Incorporation provides for the return of the initial public offering proceeds held in trust to the holders of Public
Shares sold in the initial public offering if there is no qualifying business combination(s) consummated on or before the Termination
Date. The purpose of the Extension Amendment Proposal and, if necessary, the Adjournment Proposal, is to allow Tiberius additional
time to complete the Business Combination pursuant to the Business Combination Agreement, if needed.
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The Business Combination Special Meeting is scheduled to be
held on March 13, 2020 to approve the Business Combination, the SEC has declared effective the Registration Statement relating
to the Business Combination and the Business Combination Special Meeting and the proxy statement/prospectus relating to the Business
Combination Special Meeting was mailed to Tiberius’s stockholders on or about February 20, 2020. While Tiberius is using
its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of the Special
Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in
the event the Business Combination is for any reason not able to be consummated on or before the Termination Date, Tiberius will
have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius believes that
there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination on or before
the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination and would be
forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination. If the
Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting),
Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
Tiberius believes that given Tiberius’s expenditure of
time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible
to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain
the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For
more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius
stockholders on or about February 20, 2020.
You are not being asked to vote on the Business Combination
at the Special Meeting. The vote by Tiberius stockholders on the Business Combination will occur at the separate Business Combination
Special Meeting of Tiberius stockholders, to be held on March 13, 2020, at 10:00 a.m., Eastern Time, and the solicitation of proxies
from Tiberius stockholders in connection with such separate Business Combination Special Meeting, and the related right of Tiberius
stockholders to redeem in connection with the Business Combination (which is a separate right to redeem in addition to the right
to redeem in connection with the Extension Amendment Proposal), is the subject of a separate proxy statement/prospectus dated February
20, 2020 that was mailed to Tiberius stockholders on or about February 20, 2020. If you want to ensure your Public Shares are redeemed
in the event either the Business Combination is completed or the Extension Amendment Proposal is implemented, you should elect
to “redeem” your Public Shares in connection with either the Special Meeting or the Business Combination Special Meeting.
If the Extension Amendment Proposal is not approved by Tiberius’s
stockholders, Tiberius may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes in
support of the Extension. If the Adjournment Proposal is not approved by Tiberius’s stockholders, the Board may not be able
to adjourn the Special Meeting to a later date or dates in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal.
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Q:
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What
vote is required to approve the proposals presented at the Special Meeting?
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A:
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The
approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%)
of all the outstanding shares of Common Stock as of the Record Date. A Tiberius stockholder’s failure to vote by proxy or
to vote in person at the Special Meeting will not be counted towards the number of Common Stock required to validly establish
a quorum, and if a valid quorum is otherwise established, such failure to vote will have the effect of voting “AGAINST”
the Extension Amendment Proposal. Abstentions (but not broker non-votes), while considered present for the purposes of establishing
a quorum, will have the effect of voting “AGAINST” the Extension Amendment Proposal. The presence, in person or by
proxy, at the Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power
of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute
a quorum for the vote on the Extension Amendment Proposal.
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Approval of the Adjournment Proposal
requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person
or represented by proxy at the Special Meeting and entitled to vote thereon. Accordingly, a Tiberius stockholder’s
failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number of shares of
Common Stock required to validly establish a quorum. However, if a valid quorum is otherwise established, such failure to
vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but not broker non-votes),
while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting and
will have no effect on the outcome of any vote on the Adjournment Proposal. The presence, in person or by proxy, at the
Special Meeting of the holders of shares of outstanding Common Stock representing a majority of the voting power of all
issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute
a quorum for the vote on the Adjournment Proposal.
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Q:
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Why
should I vote “FOR” the Extension Amendment Proposal?
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A:
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Tiberius
believes stockholders will benefit from Tiberius consummating the Business Combination and is proposing the Extension Amendment
Proposal to extend the date by which Tiberius has to complete a business combination until the Extended Date. The Extension would
give Tiberius additional time to complete the Business Combination.
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The Board believes that it is in the best interests of Tiberius’s
stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able to be consummated
on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the Business Combination.
Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best efforts, be able to
complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing
the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating
the Business Combination.
Tiberius believes that given Tiberius’s expenditure of
time, effort and money on the Business Combination, circumstances warrant ensuring that Tiberius is in the best position possible
to consummate the Business Combination and that it is in the best interests of Tiberius’s stockholders that Tiberius obtain
the Extension if needed. Tiberius believes the Business Combination will provide significant benefits to its stockholders. For
more information about the Business Combination, see the proxy statement/prospectus dated February 20, 2020, mailed to Tiberius
stockholders on or about February 20, 2020.
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Q:
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Why
should I vote “FOR” the Adjournment Proposal?
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A:
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If
the Adjournment Proposal is not approved by Tiberius’s stockholders, the Board may not be able to adjourn the Special Meeting
to a later date or dates in the event that there are insufficient votes for, or otherwise in connection with, the approval of
the Extension Amendment Proposal.
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If presented, the Board recommends that you vote in favor of
the Adjournment Proposal.
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Q:
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How
will the Tiberius Sponsor and Tiberius’s other current directors and officers vote?
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A:
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The
Tiberius Sponsor and Tiberius’s other current directors and officers have advised Tiberius that they intend to vote any
Common Stock over which they have voting control in favor of the Extension Amendment Proposal and, if necessary, the Adjournment
Proposal.
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The Tiberius Sponsor and Tiberius’s other current directors
and officers and their respective affiliates are not entitled to redeem any founder shares in connection with the Extension Amendment
Proposal. On the Record Date, the Tiberius Sponsor and Tiberius’s other current directors and officers and their respective
affiliates beneficially owned and were entitled to vote an aggregate of 4,337,500 shares of Common Stock held by the Tiberius Sponsor
and the officers and directors of Tiberius, representing approximately 20.1% of Tiberius’s issued and outstanding shares
of Common Stock.
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Q:
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What
if I do not want to vote “FOR” the Extension Amendment Proposal or the Adjournment Proposal?
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A:
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If
you do not want the Extension Amendment Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN”, not
vote, or vote “AGAINST” such proposal.
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If you fail to vote by proxy or to vote in person at the Special
Meeting, your shares will not be counted in connection with the determination of whether a valid quorum is established and, if
a valid quorum is otherwise established, such failure to vote will have the effect of voting “AGAINST” the Extension
Amendment Proposal and will have no effect on the outcome of any vote on the Adjournment Proposal.
If you vote to “ABSTAIN” or if you do not provide
instructions with your proxy card to your broker, bank or nominee, such abstentions (but not broker non-votes) will be counted
in connection with the determination of whether a valid quorum is established, and will have the effect of voting “AGAINST”
the Extension Amendment Proposal.
If the Extension Amendment Proposal is approved, the Adjournment
Proposal will not be presented for a vote.
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Q:
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Will
you seek any further extensions to liquidate the Trust Account?
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A:
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Other
than as described in this proxy statement, Tiberius does not currently anticipate seeking any further extension to consummate
a business combination beyond the Extended Date.
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Q:
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What
happens if the Extension Amendment Proposal is not approved?
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A:
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If
there are insufficient votes to approve the Extension Amendment Proposal, Tiberius may put the Adjournment Proposal to a vote
in order to seek additional time to obtain sufficient votes in support of the Extension.
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If the Extension Amendment Proposal is not approved at the Special
Meeting or at any adjournment thereof, and the Business Combination is not consummated on or before the Termination Date, as contemplated
by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds
therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained
by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to Tiberius
to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number
of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of Public Shares (including
the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s obligations under the DGCL
to provide for claims of creditors and other requirements of applicable law.
The Tiberius Sponsor and the officers and directors of Tiberius
waived their rights to participate in any liquidation distribution with respect to the 4,312,500 founder shares held by them. There
will be no distribution from the Trust Account with respect to Tiberius’s warrants, which will expire worthless in the event
Tiberius dissolves and liquidates the Trust Account. Tiberius will pay any costs of liquidation that exceed the $50,000 that may
be withdrawn from the Trust Account from its remaining assets outside of the Trust Account.
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Q:
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If
the Extension Amendment Proposal is approved, what happens next?
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A:
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If
the Extension Amendment Proposal is approved, Tiberius will continue to attempt to consummate the Business Combination until the
Extended Date. Tiberius will file an amendment to its Certificate of Incorporation with Delaware in substantially the form that
appears in Annex A hereto and will continue its efforts to obtain approval of the Business Combination at a special meeting and
consummate the closing of the Business Combination on or before the Extended Date.
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If the Extension Amendment Proposal is approved and the Extension
is implemented, the removal from the Trust Account of the amount equal to the pro rata portion of funds available in the Trust
Account with respect to such redeemed Public Shares (in connection with either the Special Meeting or the Business Combination
Special Meeting) will reduce the amount remaining in the Trust Account and increase the percentage interest of Tiberius held by
Tiberius’s officers, directors, the Tiberius Sponsor and its affiliates. In addition, Tiberius’s Certificate of Incorporation
provides that Tiberius cannot redeem or repurchase Public Shares to the extent such redemption would result in Tiberius’s
failure to have at least $5,000,001 of net tangible assets following exercise by the holders of Public Shares of their right to
redeem the Public Shares held by them in accordance with Tiberius’s Certificate of Incorporation. As a result, Tiberius will
not proceed with the Extension if Tiberius does not have at least $5,000,001 of net tangible assets following approval of the Extension
Amendment Proposal, after taking into account the Redemption. Tiberius will also not proceed with the Extension if it completes
the Business Combination on or before the Termination Date.
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Q:
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Am
I able to exercise my redemption rights in connection with the Business Combination?
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A:
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If
you were a holder of Common Stock as of the close of business on the February 14, 2020 record date for the Business Combination
Special Meeting, you will be able to vote to approve the Business Combination in the Business Combination Special Meeting, to
be held on March 13, 2020. The Special Meeting relating to the Extension Amendment Proposal does not affect your right to elect
to redeem your Public Shares in connection with the Business Combination, subject to any limitations set forth in the Certificate
of Incorporation (including the requirement to submit any request for redemption in connection with the Business Combination on
or before the date that is two business days before the special meeting of Tiberius’s stockholders to vote on the Business
Combination).
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If Tiberius’s
stockholders approve the Business Combination at the Business Combination Special Meeting and the other conditions to the
Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius
intends to use its best efforts to complete the Business Combination on or before the Termination Date. If Tiberius completes the
Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the
Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius
does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the
Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection with the Business
Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed
amendment to its Certificate of Incorporation only if it has determined as of the time of the Special Meeting that it may not
be able to complete the Business Combination on or before the Termination Date.
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Q:
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If
I vote for or against the Extension Amendment Proposal, do I need to request that my shares be redeemed?
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A:
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Yes.
Whether you vote for or against the Extension Amendment Proposal, you may elect to redeem your shares. However, you will need
to submit a redemption request for your shares (unless you previously elected to redeem your Public Shares in connection with
the Business Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically
submitted for Redemption in connection with the Special Meeting).
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Q:
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May
I change my vote after I have mailed my signed proxy card?
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A:
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Yes.
You may change your vote by sending a later-dated, signed proxy card to Tiberius’s Secretary to Tiberius Acquisition Corporation,
3601 N Interstate 10 Service Rd W Metairie, LA 70002, Attn: Secretary, so that it is received by Tiberius’s Secretary on
or before the Special Meeting or attend the Special Meeting in person and vote. You also may revoke your proxy by sending a notice
of revocation to Tiberius’s Secretary, which must be received by Tiberius’s Secretary on or before the Special Meeting.
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Q:
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How
are votes counted?
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A:
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Votes
will be counted by the inspector of election appointed for the Special Meeting, who will separately count “FOR” and
“AGAINST” votes, “ABSTAIN” and broker non-votes. The Extension Amendment Proposal must be approved by
the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of Common Stock as of
the Record Date. Approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders
of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. With
respect to the Extension Amendment Proposal, abstentions (but not broker non-votes), while considered present for the purposes
of establishing a quorum, will have the effect of voting “AGAINST” the Extension Amendment Proposal. With respect
to the Adjournment Proposal, abstentions (but not broker non-votes), while considered present for the purposes of establishing
a quorum, will not count as a vote cast at the Special Meeting and will have no effect on the outcome of any vote on the Adjournment
Proposal.
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Q:
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If
my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
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A:
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No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with
respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures
provided to you by your broker, bank, or nominee. Tiberius believes that all of the proposals presented to the stockholders at
this Special Meeting will be considered non-discretionary and, therefore, your broker, bank, or nominee cannot vote your
shares without your instruction on any of the proposals presented at the Special Meeting. If you do not provide instructions
with your proxy card, your broker, bank, or other nominee may deliver a proxy card expressly indicating that it is NOT voting
your shares. This indication that a broker, bank, or nominee is not voting your shares is referred to as a “broker non-vote.”
Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Your bank, broker or other nominee
can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance
with directions you provide. Broker non-votes will have the same effect as a vote “AGAINST” the Extension Amendment
Proposal, but will have no effect on the outcome of any vote on the Adjournment Proposal.
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Q:
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What
constitutes a quorum at the Special Meeting?
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A:
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A
majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the Record Date at the
Special Meeting must be present, in person or represented by proxy, at the Special Meeting to constitute a quorum and in order
to conduct business at the Special Meeting. Abstentions (but not broker non-votes) will be counted as present for the purpose
of determining a quorum, but if you fail to vote by proxy or to vote in person at the Special Meeting, your shares will not be
counted in connection with the determination of whether a valid quorum is established. The Tiberius Sponsor, who currently owns
approximately 20% of the issued and outstanding shares of Common Stock, will count towards this quorum. In the absence of a quorum,
the chairman of the Special Meeting has the power to adjourn the Special Meeting to a later date or dates. As of the Record Date
for the Special Meeting, 10,781,251 shares of Common Stock would be required to achieve a quorum.
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A:
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If
you were a holder of record of shares of Common Stock on February 14, 2020, the Record Date for the Special Meeting, you may vote
with respect to the proposals in person at the Special Meeting, or by completing, signing, dating and returning the enclosed proxy
card in the postage-paid envelope provided.
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Voting by Mail. By signing the proxy card and returning
it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares
at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend
the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting. If you receive more than
one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure
that all of your shares are voted. Votes submitted by mail must be received by 10:00 a.m., Eastern Time, on March 19, 2020.
Voting in Person at the Special Meeting. If you attend
the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your shares are registered
directly in your name, you are considered the stockholder of record and you have the right to vote in person at the Special Meeting.
If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee,
you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially
own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your
shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring to the Special Meeting a legal
proxy from your broker, bank or nominee authorizing you to vote these shares. For additional information, please see the section
entitled “Special Meeting of Tiberius Stockholders.”
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Q:
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Does
the Board recommend voting “FOR” the approval of the Extension Amendment Proposal and the Adjournment Proposal?
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A:
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Yes.
After careful consideration of the terms and conditions of the Extension Amendment Proposal, the Board has determined that the
Extension Amendment Proposal is in the best interests of Tiberius and its stockholders. The Board recommends that Tiberius’s
stockholders vote “FOR” the Extension Amendment Proposal.
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Additionally, the Board has determined that the Adjournment
Proposal is in the best interests of Tiberius and its stockholders and recommends that Tiberius’s stockholders vote “FOR”
the Adjournment Proposal.
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Q:
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What
interests do Tiberius’s directors and officers have in the approval of the Extension Amendment Proposal?
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A:
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Tiberius’s
directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your
interests as a stockholder. These interests include, among others, ownership, through the Tiberius Sponsor, of shares of Common
Stock and Private Placement Warrants (as defined below) that may become exercisable in the future. See the section entitled “Special
Meeting of Tiberius Stockholders — Interests of the Tiberius Sponsor and Tiberius’s Other Current Officers, Directors
and Officers” in this proxy statement.
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Q:
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Do
I have appraisal rights or dissenters’ rights if I object to the Extension Amendment Proposal?
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A:
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No.
There are no appraisal rights available to Tiberius’s stockholders in connection with the Extension Amendment Proposal.
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Q:
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If
I am a Public Warrant holder, can I exercise redemption rights with respect to my Public Warrants?
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A:
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No.
The holders of warrants issued in connection with Tiberius’s initial public offering which are exercisable for one share
of Common Stock at an exercise price of $11.50 per share of Common Stock (the “Public Warrants”) have no redemption
rights with respect to such Public Warrants.
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Q:
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What
do I need to do now?
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A:
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You
are urged to read carefully and consider the information contained in this proxy statement, including Annex A, and to consider
how the Extension Amendment Proposal and the Adjournment Proposal will affect you as a stockholder. You should then vote as soon
as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card or, if you hold
your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
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Q:
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How
do I exercise my redemption rights?
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A:
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In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
Tiberius’s stockholders may seek to redeem all or a portion of their Public Shares for a pro rata portion of the funds available
in the Trust Account at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
as of two business days prior to the Special Meeting, including interest earned on the funds held in the Trust Account and not
previously released to Tiberius to pay its franchise and income taxes, divided by the number of then outstanding Public Shares,
subject to the limitations described in the final prospectus dated May 15, 2018, filed in connection with Tiberius’s initial
public offering. Tiberius’s Certificate of Incorporation provides that Tiberius may not redeem any Public Shares issued
in the initial public offering to the extent that such redemption would result in Tiberius having net tangible assets (as determined
in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001. If you have elected to redeem your Public Shares
in connection with the Business Combination Special Meeting, you do not need to request to redeem your shares in connection with
the Special Meeting, as such shares will be automatically submitted for Redemption in connection with the Special Meeting.
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In order to exercise your redemption rights (unless you have
elected to redeem your Public Shares in connection with the Business Combination Special Meeting, in which case you do not need
to take any additional action as such shares will be automatically submitted for Redemption in connection with the Special Meeting),
you must: (i) if you hold Units, separate the underlying Public Shares and the Public Warrants, and (ii) unless you have already
done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two
business days before the Special Meeting), tender your shares physically or electronically and submit a request in writing that
Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the Transfer Agent, at the following
address:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
Tiberius stockholders seeking to exercise their redemption rights
and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the Transfer Agent
and time to effect delivery. It is Tiberius’s understanding that Tiberius stockholders should generally allot at least two
weeks to obtain physical certificates from the Transfer Agent. However, Tiberius does not have any control over this process and
it may take longer than two weeks. Tiberius stockholders who hold their shares in street name will have to coordinate with their
bank, broker or other nominee to have the shares certificated or delivered electronically.
If you have elected to redeem your Public Shares in connection
with the Business Combination Special Meeting and also desire to have such shares redeemed in connection with the Special Meeting,
then you do not need to take any additional action as such shares will be automatically submitted for Redemption in connection
with the Special Meeting. However, if you did not elect to redeem your Public Shares in connection with the Business Combination
Special Meeting, you may elect to redeem such shares in connection with the Special Meeting.
Tiberius stockholders seeking to exercise their redemption rights,
whether they are record holders or hold their shares in “street name” are required to either tender their certificates
to the Transfer Agent prior to the date set forth in this proxy statement, or up to two business days prior to the vote on the
proposal to approve the Extension Amendment at the Special Meeting, or to deliver their shares to the Transfer Agent electronically
using the Depository Trust Company’s (“DTC”) Deposit/Withdrawal At Custodian (“DWAC”)
system, at such stockholder’s option. The requirement for physical or electronic delivery prior to the Special Meeting
ensures that a redeeming stockholder’s election to redeem is irrevocable once the Extension Amendment Proposal is approved.
There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC system. The Transfer Agent will typically
charge a tendering broker a fee and it is in the broker’s discretion whether or not to pass this cost on to the redeeming
stockholder. However, this fee would be incurred regardless of whether or not stockholders seeking to exercise redemption rights
are required to tender their shares, as the need to deliver shares is a requirement to exercising redemption rights, regardless
of the timing of when such delivery must be effectuated.
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Q:
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What
should I do if I receive more than one set of voting materials for the Special Meeting?
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A:
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You
may receive more than one set of voting materials for the Special Meeting, including multiple copies of this proxy statement and
multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you
will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record
and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and
return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
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On or about February 20, 2020, separate voting materials were
mailed to Tiberius stockholders for the Business Combination Special Meeting to be held on March 13, 2020. Please be sure to complete,
sign, date and return each proxy card and voting instruction card received relating to both the Special Meeting and the Business
Combination Special Meeting.
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Q:
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Who
will solicit and pay the cost of soliciting proxies for the Special Meeting?
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A:
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Tiberius
will pay the cost of soliciting proxies for the Special Meeting. Tiberius has engaged Saratoga Proxy Consulting LLC to assist
in the solicitation of proxies for the Special Meeting. Tiberius will also reimburse banks, brokers and other custodians, nominees
and fiduciaries representing beneficial owners of shares of Common Stock for their expenses in forwarding soliciting materials
to beneficial owners of shares of Common Stock and in obtaining voting instructions from those owners. The directors, officers
and employees of Tiberius may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will
not be paid any additional amounts for soliciting proxies.
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Q:
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Who
can help answer my questions?
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A:
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If
you have questions about the proposals or if you need additional copies of this proxy statement or the enclosed proxy card you
should contact:
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Tiberius Acquisition Corporation
3601 N Interstate 10 Service Rd W
Metairie, LA 70002
Attention: Andrew Poole
Email: APoole@tiberiusco.com
You may also contact the proxy solicitor for Tiberius at:
Saratoga Proxy Consulting LLC
520 Eighth Avenue, 14th Floor
New York, NY 10018
Tel: 888-368-0379
Email: info@saratogaproxy.com
To obtain timely delivery, Tiberius stockholders must request
the materials no later than March 12, 2020, or five business days prior to the date of the Special Meeting. You may also obtain
additional information about Tiberius from documents filed with the SEC by following the instructions in the section entitled “Where
You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you
will need to send a letter demanding redemption and deliver your Public Shares (either physically or electronically) to the Transfer
Agent on or before 5:00 p.m., Eastern Time, on March 17, 2020 (two business days before the Special Meeting) in accordance with
the procedures detailed under the question “How do I exercise my redemption rights?” unless you have already
done so in connection with the Business Combination Special Meeting. If you have questions regarding the certification of your
position or delivery of your Public Shares, please contact the Transfer Agent:
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
SPECIAL MEETING OF TIBERIUS STOCKHOLDERS
This proxy statement is being provided to
Tiberius stockholders as part of a solicitation of proxies by the Board for use at the Special Meeting of Tiberius Stockholders
to be held on March 19, 2020, and at any adjournment thereof. This proxy statement contains important information regarding the
Special Meeting, the proposals on which you are being asked to vote and information you may find useful in determining how to vote
and voting procedures.
This proxy statement is being first mailed
on or about March , 2020 to all stockholders of record of Tiberius as of February 14, 2020, the record date for the Special Meeting.
Stockholders of record who owned shares of Common Stock at the close of business on the Record Date are entitled to receive notice
of, attend and vote at the Special Meeting.
Date, Time and Place of Special Meeting
The Special Meeting will be held at 10:00
a.m., Eastern Time, on March 19, 2020, at Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor,
New York, NY 10105, or such other date, time and place to which such meeting may be adjourned, to consider and vote on the proposals.
Proposals at the Special Meeting
At the Special Meeting, Tiberius stockholders will consider
and vote on the following proposals:
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1.
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Proposal No. 1 – Extension Amendment Proposal – To amend Tiberius’s Certificate of Incorporation to extend the date by which Tiberius has to consummate a business combination from March 20, 2020 to the Extended Date; and
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2.
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Proposal No. 2 – Adjournment Proposal – To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the Extension Amendment Proposal.
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Voting Power; Record Date
As a stockholder of Tiberius, you have a
right to vote on certain matters affecting Tiberius. The proposals that will be presented at the Special Meeting and upon which
you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct
votes to be cast at the Special Meeting if you owned shares of Common Stock at the close of business on February 14, 2020, which
is the Record Date for the Special Meeting. You are entitled to one vote for each share of Common Stock that you owned as of the
close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account,
you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly
counted. On the Record Date, there were 21,562,500 issued and outstanding shares of Common Stock, of which 17,225,000 are shares
of Common Stock held by Tiberius public stockholders, 4,312,500 are founder shares held by the Tiberius Sponsor and officers and
directors of Tiberius and 25,000 are shares underlying units purchased by one of the independent directors of Tiberius.
Recommendation of the Board
THE BOARD UNANIMOUSLY RECOMMENDS
THAT YOU VOTE “FOR” EACH OF THESE PROPOSALS
Quorum and Required Vote for Proposals for the Special Meeting
The approval of the Extension Amendment Proposal
requires the affirmative vote of the holders of at least sixty-five percent (65%) of all the outstanding shares of Common Stock
as of the Record Date. The presence, in person or by proxy, at the Special Meeting of the holders of shares of outstanding Common
Stock representing a majority of the voting power of all issued and outstanding shares of Common Stock entitled to vote as of the
Record Date at the Special Meeting shall constitute a quorum for the vote on the Extension Amendment Proposal. Accordingly, a Tiberius
stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted towards the number
of shares of Common Stock required to validly establish a quorum, and if a valid quorum is otherwise established, such failure
to vote will have the effect of voting “AGAINST” the Extension Amendment Proposal. Abstentions (but not broker non-votes)
will be counted in connection with the determination of whether a valid quorum is established, and will have the effect of voting
“AGAINST” the Extension Amendment Proposal.
Approval of the Adjournment Proposal requires
the affirmative vote of a majority of the votes cast by the holders of the shares of Common Stock present in person or represented
by proxy at the Special Meeting and entitled to vote thereon. The presence, in person or by proxy, at the Special Meeting of the
holders of shares of outstanding Common Stock representing a majority of the voting power of all issued and outstanding shares
of Common Stock entitled to vote as of the Record Date at the Special Meeting shall constitute a quorum for the vote on the Adjournment
Proposal. Accordingly, a Tiberius stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will
not be counted towards the number of shares of Common Stock required to validly establish a quorum, but if a valid quorum is otherwise
established, such failure to vote will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions (but
not broker non-votes), while considered present for the purposes of establishing a quorum, will not count as a vote cast at the
Special Meeting and will have no effect on the outcome of any vote on the Adjournment Proposal.
It is possible that Tiberius will not
be able to complete its initial business combination on or before the Termination Date, or by the Extended Date if the Extension
Amendment Proposal is approved. If Tiberius fails to complete its initial business combination on or before the Termination Date,
or by the Extended Date if the Extension Amendment Proposal is approved, Tiberius will be required to dissolve and liquidate the
Trust Account by returning the then remaining funds in such account to the public stockholders.
Voting Your Shares – Stockholders of Record
If you are a Tiberius stockholder of record,
you may vote by mail or in person at the Special Meeting. Each share of Common Stock that you own in your name entitles you to
one vote on each of the proposals for the Special Meeting. Your one or more proxy cards show the number of shares of Common Stock
that you own.
Voting by Mail. You can vote your
shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. By signing the
proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy
card to vote your shares at the Special Meeting in the manner you indicate. You are encouraged to sign and return the proxy card
even if you plan to attend the Special Meeting so that your shares will be voted if you are unable to attend the Special Meeting.
If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return
all proxy cards to ensure that all of your shares are voted. If you hold your shares in “street name” through a bank,
broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure
that your shares are represented and voted at the Special Meeting. If you sign and return the proxy card but do not give instructions
on how to vote your shares, your shares of Common Stock will be voted as recommended by the Board. The Board recommends voting
“FOR” the Extension Amendment Proposal and “FOR” the Adjournment Proposal. Votes submitted by mail must
be received by 10:00 a.m., Eastern Time, on March 19, 2020.
Voting in Person at the Special Meeting.
If you attend the Special Meeting and plan to vote in person, you will be provided with a ballot at the Special Meeting. If your
shares are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person
at the Special Meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker,
bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related
to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with
instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, you will need to bring
to the Special Meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares. That is the only way
Tiberius can be sure that the broker, bank or nominee has not already voted your shares of Common Stock.
Voting Your Shares — Beneficial Owners
If your shares are held in an account at
a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in “street name” and this
proxy statement is being sent to you by that broker, bank or other nominee. The broker, bank or other nominee holding your account
is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the
right to direct your broker, bank or other nominee regarding how to vote the shares in your account by following the instructions
that the broker, bank or other nominee provides you along with this proxy statement. As a beneficial owner, if you wish to vote
at the Special Meeting, you will need to bring to the Special Meeting a legal proxy from your broker, bank or other nominee authorizing
you to vote those shares. Please see “— Attending the Special Meeting.”
Attending the Special Meeting
Only Tiberius stockholders who are stockholders
of record on the Record Date or their legal proxy holders may attend the Special Meeting. To be admitted to the Special Meeting,
you will need a form of photo identification and valid proof of ownership of Common Stock or a valid legal proxy. If you have a
legal proxy from a stockholder of record, you must bring a form of photo identification and the legal proxy to the Special Meeting.
If you have a legal proxy from a “street name” stockholder, you must bring a form of photo identification, a legal
proxy from the record holder (that is, the bank, broker or other holder of record) to the “street name” stockholder
that is assignable, and the legal proxy from the “street name” stockholder to you. Stockholders may appoint only one
proxy holder to attend on their behalf.
Revoking Your Proxy
If you give a proxy, you may revoke it at
any time before the Special Meeting or at the Special Meeting by doing any one of the following:
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you may send another proxy card with a later date;
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you may notify Tiberius’s Secretary in writing to Tiberius Acquisition Corporation, 3601 N Interstate 10 Service Rd W, Metairie, LA 70002, before the Special Meeting that you have revoked your proxy; or
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you may attend the Special Meeting, revoke your proxy, and vote in person, as indicated above.
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No Additional Matters
The Special Meeting has been called only
to consider and vote on the approval of the Extension Amendment Proposal and the Adjournment Proposal. Under the Certificate of
Incorporation, other than procedural matters incident to the conduct of the Special Meeting, no other matters may be considered
at the Special Meeting if they are not included in this proxy statement, which serves as the notice of the Special Meeting.
Tiberius will hold the Business Combination
Special Meeting on March 13, 2020, beginning at 10:00 a.m., Eastern Time, respectively, to approve the Business Combination.
If Tiberius’s stockholders
approve the Business Combination at the Business Combination Special Meeting on March 13, 2020 and the other conditions to
the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date, then Tiberius
intends to complete the Business Combination on or before the Termination Date. If Tiberius completes the Business
Combination on or before March 19, 2020, it will cancel the Special Meeting and will not implement the Extension. If Tiberius
completes the Business Combination on March 20, 2020, it will not implement the Extension. If Tiberius does not implement the
Extension, it will not redeem any Public Shares submitted for Redemption solely in connection with the Special Meeting (but
will redeem all Public Shares previously submitted for Redemption in connection with the Business Combination Special
Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and file the proposed amendment to its
Certificate of Incorporation only if it has determined that it may not be able to complete the Business Combination on or
before the Termination Date.
Who Can Answer Your Questions about Voting
If you have any questions about how to vote
or direct a vote in respect of your shares of Common Stock, you may call Saratoga Proxy Consulting LLC, Tiberius’s proxy
solicitor, at (888) 368-0379.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
each public stockholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account,
less any franchise and income taxes. If you exercise your redemption rights, you will be exchanging your Public Shares for cash
and will no longer own the shares. However, Tiberius will not proceed with the Extension if Tiberius does not have at least $5,000,001
of net tangible assets following approval of the Extension Amendment Proposal, after taking into account the Redemption. Tiberius
will also not proceed with the Extension if it completes the Business Combination on or before the Termination Date.
In
order to exercise your redemption rights (unless you have elected to redeem your Public Shares in connection with the Business
Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically
submitted for Redemption in connection with the Special Meeting), you must:
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if
you hold Units, separate the underlying Public Shares and the Public Warrants;
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unless
you have already done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time,
on March 17, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit
a request in writing that Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the
Transfer Agent, at the following address:
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Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
and
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unless
you have already done so in connection with the Business Combination Special Meeting, deliver your Public Shares either physically
or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting.
Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient
time to obtain physical certificates from the Transfer Agent and time to effect delivery. Stockholders should generally allot
at least two weeks to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Stockholders
who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated
or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your
shares will not be redeemed.
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Stockholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”
are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or
up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting,
or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option.
Holders
of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with
respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to
Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Units into Public
Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates
back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate
your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer
Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee
must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal
number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your
redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the
same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units
to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each
redemption of a Public Share by Tiberius’s public stockholders will reduce the amount in the Trust Account, which held marketable
securities with a fair value of approximately $179.8 million as of the Record Date. Prior to their exercising redemption rights,
Tiberius stockholders should verify the market price of the Common Stock, as stockholders may receive higher proceeds from the
sale of their shares of Common Stock in the public market than from exercising their redemption rights if the market price per
share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open
market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity
in the Common Stock when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive
a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or
have any interest in, the future growth of Tiberius, if any. You will be entitled to receive cash for your Public Shares only
if you properly and timely demand redemption.
If
the Extension Amendment Proposal is not approved and Tiberius does not consummate an initial business combination on or before
the Termination Date, Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds
in such account to the public stockholders and all of Tiberius’s warrants will expire worthless.
Your
right to redeem in connection with the Special Meeting relating to the Extension Amendment Proposal does not affect the right
of Tiberius stockholders to elect to redeem their Public Shares in connection with the Business Combination, which is a separate
and additional redemption right available to Tiberius stockholders. Stockholders of Tiberius seeking to exercise their redemption
rights in connection with the Business Combination should follow the instructions for the exercise of such rights set forth in
the proxy statement/prospectus, dated February 20, 2020, relating to the Business Combination Special Meeting.
Appraisal
Rights
There
are no appraisal rights available to Tiberius’s stockholders in connection with the Extension Amendment Proposal.
Proxy
Solicitation Costs
Tiberius
is soliciting proxies on behalf of the Board. This proxy solicitation is being made by mail, but also may be made by telephone
or in person. Tiberius has engaged Saratoga Proxy Consulting LLC to assist in the solicitation of proxies for the Special Meeting.
Tiberius and its directors, officers and employees may also solicit proxies in person. Tiberius will ask banks, brokers and other
institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and
to obtain their authority to execute proxies and voting instructions.
Tiberius
will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of
this proxy statement and the related proxy materials. Tiberius will reimburse brokerage firms and other custodians for their reasonable
out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to Tiberius stockholders. Directors,
officers and employees of Tiberius who solicit proxies will not be paid any additional compensation for soliciting.
Interests
of the Tiberius Sponsor and Tiberius’s Other Current Officers, Directors and Officers
When
you consider the recommendation of the Board, Tiberius stockholders should be aware that aside from their interests as stockholders,
the Tiberius Sponsor and certain members of the Board and officers have interests that are different from, or in addition to,
those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending
to Tiberius stockholders that they approve the Extension Amendment Proposal. Tiberius stockholders should take these interests
into account in deciding whether to approve the Extension Amendment Proposal:
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if
the Extension Amendment Proposal is not approved and Tiberius does not consummate a business combination on or before the Termination
Date, as contemplated by Tiberius’s initial public offering prospectus and in accordance with the Certificate of Incorporation,
the shares of Common Stock held by the Tiberius Sponsor, which were acquired prior to the initial public offering for an aggregate
purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares), as will
the 4,500,000 private placement warrants (the “Private Placement Warrants”) that were acquired simultaneously
with the initial public offering for an aggregate purchase price of $4,500,000 (as they will expire) and the 25,000 units acquired
by one of Tiberius’s directors. Assuming such shares of Common Stock and Private Placement Warrants have a value equal to
Public Shares and Public Warrants, such securities would have had an aggregate market value of approximately $52.5 million based
on the last sale price of $10.55 and $1.50 of the Common Stock and Public Warrants, respectively, on the Nasdaq Capital Market
on February 26, 2020;
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the
fact that the Tiberius Sponsor and Tiberius’ directors and officers have agreed not to redeem any shares of Common Stock
held by them in connection with a stockholder vote to approve a proposed initial business combination;
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the
fact that the Tiberius Sponsor and Tiberius’ directors and officers have agreed to waive their rights to liquidating
distributions from the Trust Account with respect to any of the 4,312,500 founder shares held by them if Tiberius fails to
complete an initial business combination on or before the Termination Date, and the Extension Amendment Proposal is not approved;
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the
fact that the Tiberius Sponsor has made loans from time to time to Tiberius to fund certain capital requirements. As
of the date hereof, an aggregate of $500,000 principal amount of these working capital loans is outstanding. In
addition, the Tiberius Sponsor loaned an aggregate amount of $1,725,000 in connection with Tiberius’s initial public
offering, inclusive of $225,000 as a result of the exercise of the underwriters’ over-allotment option, the proceeds
of which were added to the Trust Account. The foregoing loans are evidenced by non-interest-bearing notes that are convertible
at the Tiberius Sponsor’s election upon the consummation of an initial business combination into warrants of Tiberius,
at a price of $1.00 per warrant. Such loans will only be repaid upon closing of the Business Combination;
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the
fact that, at the option of the Tiberius Sponsor, any amounts outstanding under any other loans made by the Tiberius Sponsor
or any of its affiliates to Tiberius in an aggregate amount up to $2,000,000 may be converted into warrants to purchase shares
of Common Stock;
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the
right of the Tiberius Sponsor to hold common shares of Pubco following the Business Combination, subject to certain lock-up
periods;
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the
potential continued board roles of certain of Tiberius’s existing directors in Pubco;
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the
continued indemnification of Tiberius’s existing directors and officers and the continuation of Tiberius’s directors’
and officers’ liability insurance after the Business Combination;
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the
fact that the Tiberius Sponsor and Tiberius’s officers and directors may not participate in the formation of, or become
directors or officers of, any other blank check company until Tiberius (i) has entered into a definitive agreement regarding
an initial business combination or (ii) fails to complete an initial business combination on or before the Termination Date,
and the Extension Amendment Proposal is not approved;
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the
fact that the Tiberius Sponsor and Tiberius’s officers and directors will lose their entire investment in Tiberius and
will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated on or before the
Termination Date, and the Extension Amendment Proposal is not approved; and
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if
the Trust Account is liquidated, including in the event Tiberius is unable to complete an initial business combination within
the required time period, the Tiberius Sponsor has agreed to indemnify Tiberius to ensure that the proceeds in the Trust Account
are not reduced below $10.10 per public share, or such lesser per public share amount as is in the Trust Account on the liquidation
date, by the claims of prospective target businesses with which Tiberius has entered into an acquisition agreement or claims
of any third party for services rendered or products sold to Tiberius, but only if such a vendor or target business has not
executed a waiver of any and all rights to seek access to the Trust Account.
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Additionally,
if the Extension Amendment Proposal is approved and Tiberius consummates an initial business combination, the officers and directors
may have additional interests as described in the proxy statement/prospectus for such transaction.
PROPOSAL
NO. 1 – THE EXTENSION AMENDMENT PROPOSAL
Overview
Tiberius
is proposing to amend its Certificate of Incorporation to extend the date by which Tiberius has to consummate a business combination
to the Extended Date so as to give Tiberius additional time to complete the Business Combination. A copy of the proposed amendment
to the Certificate of Incorporation of Tiberius is attached to this proxy statement as part of Annex A.
The
Business Combination qualifies as a “business combination” under Tiberius’s Certificate of Incorporation.
The
Business Combination Special Meeting is scheduled to be held on March 13, 2020 to approve the Business Combination. While Tiberius
is using its best efforts to complete the Business Combination on or before the Termination Date and on or before the date of
the Special Meeting, the Board believes that it is in the best interests of Tiberius stockholders that the Extension be obtained
so that, in the event the Business Combination is for any reason not able to be consummated on or before the Termination Date,
Tiberius will have a limited additional amount of time to consummate the Business Combination. Without the Extension, Tiberius
believes that there is some risk that Tiberius might not, despite its best efforts, be able to complete the Business Combination
on or before the Termination Date. If that were to occur, Tiberius would be precluded from completing the Business Combination
and would be forced to liquidate even if Tiberius’s stockholders are otherwise in favor of consummating the Business Combination.
If
the Extension is approved and implemented, subject to satisfaction of the conditions to closing in the Business Combination Agreement
(including, without limitation, receipt of the approval of the stockholders of Tiberius at the Business Combination Special Meeting),
Tiberius intends to complete the Business Combination as soon as possible and in any event on or before the Extended Date.
Tiberius
believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant
ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests
of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will
provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus
dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
As
contemplated by the Certificate of Incorporation, the holders of Tiberius’s Common Stock may elect to redeem all or a portion
of their Public Shares in exchange for their pro rata portion of the funds held in the Trust Account if the Extension is implemented.
If you have elected to redeem your Public Shares in connection with the Business Combination Special Meeting and also desire to
have such shares redeemed in connection with the Special Meeting, then you do not need to take any additional action as such shares
will be automatically submitted for Redemption in connection with the Special Meeting. However, if you did not elect to redeem
your Public Shares in connection with the Business Combination Special Meeting, you may elect to redeem such shares in connection
with the Special Meeting.
On
the Record Date, the redemption price per share was approximately $10.42 (which is expected to be the same approximate amount
two business days prior to the Special Meeting), based on the aggregate amount on deposit in the Trust Account of approximately
$178.9 million as of the Record Date (including interest not previously released to Tiberius to pay its franchise and income taxes),
divided by the total number of then outstanding Public Shares. The closing price of the Common Stock on the Nasdaq Capital Market
on the Record Date was $10.45. Accordingly, if the market price of the Common Stock were to remain the same until the date of
the Special Meeting, exercising redemption rights would result in a public stockholder receiving approximately $0.03 less per
share than if the stock was sold in the open market. Tiberius cannot assure stockholders that they will be able to sell their
shares of Common Stock in the open market, even if the market price per share is higher than the redemption price stated above,
as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. Tiberius believes
that such redemption right enables its public stockholders to determine whether or not to sustain their investments for an additional
period if Tiberius does not complete the Business Combination on or before the Termination Date.
Reasons
for the Extension Amendment Proposal
Tiberius’s
Certificate of Incorporation provides that Tiberius has until the Termination Date to complete a business combination. Tiberius
and its officers and directors agreed that they would not seek to amend Tiberius’s Certificate of Incorporation to allow
for a longer period of time to complete a business combination unless Tiberius provided holders of its Public Shares with the
right to seek redemption of their Public Shares in connection therewith. While Tiberius is using its best efforts to complete
the Business Combination on or before the Termination Date and on or before the date of the Special Meeting, the Board believes
that it is in the best interests of Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination
is for any reason not able to be consummated on or before the Termination Date, Tiberius will have a limited additional amount
of time to consummate the Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius
might not, despite its best efforts, be able to complete the Business Combination on or before the Termination Date. If that were
to occur, Tiberius would be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s
stockholders are otherwise in favor of consummating the Business Combination. If the Extension is approved and implemented, subject
to satisfaction of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of
the approval of the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business
Combination as soon as possible and in any event on or before the Extended Date.
The
Extension Amendment Proposal is essential to allowing Tiberius additional time to consummate the Business Combination in the event
the Business Combination is for any reason not completed on or before the Termination Date. Approval of the Extension Amendment
Proposal is a condition to the implementation of the Extension. Tiberius will not proceed with the Extension if Tiberius does
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into
account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before
the Termination Date.
Tiberius
believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant
ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests
of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will
provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus
dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
If
Tiberius’s stockholders approve the Business Combination at the Business Combination Special Meeting and the other
conditions to the Business Combination are then satisfied or will be satisfied or waived on or before the Termination Date,
then Tiberius intends to use its best efforts to complete the Business Combination on or before the Termination Date. If
Tiberius completes the Business Combination on or before March 19, 2020, it will cancel the Special Meeting and will not
implement the Extension. If Tiberius completes the Business Combination on March 20, 2020, it will not implement the
Extension. If Tiberius does not implement the Extension, it will not redeem any Public Shares submitted for Redemption solely
in connection with the Special Meeting (but will redeem all Public Shares previously submitted for Redemption in connection
with the Business Combination Special Meeting). Tiberius intends to hold the Special Meeting to approve the Extension and
file the proposed amendment to its Certificate of Incorporation only if it has determined as of the time of the Special
Meeting that it may not be able to complete the Business Combination on or before the Termination Date.
If
the Extension Amendment Proposal is Not Approved
If
the Extension Amendment Proposal is not approved, and the Business Combination is not completed on or before the Termination Date,
as contemplated by and in accordance with the Certificate of Incorporation, Tiberius will (i) cease all operations except for
the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully
available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the
quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously
released to Tiberius to pay its franchise and income taxes (less up to $50,000 of such net interest to pay dissolution expenses),
by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the holders of
Public Shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board
in accordance with applicable law, dissolve and liquidate, subject in the case of clauses (ii) and (iii) above to Tiberius’s
obligations under the DGCL to provide for claims of creditors and other requirements of applicable law.
The
Tiberius Sponsor and the officers and directors of Tiberius have waived their rights to participate in any liquidation distribution
with respect to the 4,312,500 founder shares held by them. There will be no distribution from the Trust Account with respect to
Tiberius’s warrants which will expire worthless in the event Tiberius dissolves and liquidates the Trust Account. Tiberius
will pay any costs of liquidation that exceed the $50,000 that may be withdrawn from the Trust Account from its remaining assets
outside of the Trust Account.
If
the Extension Amendment Proposal is Approved
If
the Extension Amendment Proposal is approved, Tiberius intends to file an amendment to the Certificate of Incorporation with Delaware
in the form of Annex A hereto to extend the time it has to complete a business combination until the Extended Date. Tiberius will
then continue to attempt to consummate a business combination until the Extended Date. Tiberius will remain a reporting company
under the Securities Exchange Act of 1934 and its Units, Common Stock and Public Warrants will remain publicly traded during this
time.
You
are not being asked to vote on the Business Combination at the Special Meeting. The vote by Tiberius stockholders on the Business
Combination will occur at the separate Business Combination Special Meeting of Tiberius stockholders, to be held on March 13,
2020, at 10:00 a.m., Eastern Time, and the solicitation of proxies from Tiberius stockholders in connection with such separate
Business Combination Special Meeting, and the related right of Tiberius stockholders to redeem in connection with the Business
Combination (which is a separate right to redeem in addition to the right to redeem in connection with the Extension Amendment
Proposal), is the subject of a separate proxy statement/prospectus dated February 20, 2020 that was mailed to Tiberius stockholders
on or about February 20, 2020. If you want to ensure your Public Shares are redeemed in the event either the Business Combination
is completed or the Extension Amendment Proposal is implemented, you should elect to “redeem” your Public Shares in
connection with either the Special Meeting or the Business Combination Special Meeting.
If
the Extension Amendment Proposal is approved and the Extension is implemented, the removal from the Trust Account of the amount
equal to the pro rata portion of funds available in the Trust Account with respect to such redeemed Public Shares will reduce
Tiberius’s net asset value. Tiberius cannot predict the amount that will remain in the Trust Account if the Extension Amendment
Proposal is approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $179.8 million
that was in the Trust Account as of the Record Date. In addition, Tiberius will not proceed with the Extension if Tiberius does
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into
account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before
the Termination Date.
Redemption
Rights
In
connection with the Extension Amendment Proposal and contingent upon the effectiveness of the implementation of the Extension,
each public stockholder may seek to redeem its Public Shares for a pro rata portion of the funds available in the Trust Account,
less any income taxes owed on such funds but not yet paid. If you exercise your redemption rights, you will be exchanging your
Public Shares for cash and will no longer own the shares. However, Tiberius will not proceed with the Extension if Tiberius does
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal, after taking into
account the Redemption. Tiberius will also not proceed with the Extension if it completes the Business Combination on or before
the Termination Date.
In
order to exercise your redemption rights (unless you have elected to redeem your Public Shares in connection with the Business
Combination Special Meeting, in which case you do not need to take any additional action as such shares will be automatically
submitted for Redemption in connection with the Special Meeting), you must:
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if
you hold Units, separate the underlying Public Shares and Public Warrants;
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unless
you have already done so in connection with the Business Combination Special Meeting, on or before 5:00 p.m., Eastern Time,
on March 17, 2020 (two business days before the Special Meeting), tender your shares physically or electronically and submit
a request in writing that Tiberius redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, the
Transfer Agent, at the following address:
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Continental
Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com
and
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unless
you have already done so in connection with the Business Combination Special Meeting, deliver your Public Shares either physically
or electronically through DTC’s DWAC system to the Transfer Agent at least two business days before the Special Meeting.
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Stockholders
seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain
physical certificates from the Transfer Agent and time to effect delivery. Stockholders should generally allot at least two weeks
to obtain physical certificates from the Transfer Agent. However, it may take longer than two weeks. Stockholders who hold their
shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered
electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not
be redeemed.
Stockholders
seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name”
are required to either tender their certificates to the Transfer Agent prior to the date set forth in this proxy statement, or
up to two business days prior to the vote on the proposal to approve the Extension Amendment Proposal at the Special Meeting,
or to deliver their shares to the Transfer Agent electronically using DTC’s DWAC system, at such stockholder’s option.
Holders
of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with
respect to the Public Shares. If you hold Units registered in your own name, you must deliver the certificate for such Units to
Continental Stock Transfer & Trust Company, the Transfer Agent, with written instructions to separate such Units into Public
Shares and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates
back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units.
If
a broker, dealer, commercial bank, trust company or other nominee holds your Units, you must instruct such nominee to separate
your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, the Transfer
Agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee
must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant Units and a deposit of an equal
number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your
redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically on the
same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Units
to be separated in a timely manner, you will likely not be able to exercise your redemption rights.
Each
redemption of a Public Share by Tiberius’s public stockholders will reduce the amount in the Trust Account, which held marketable
securities with a fair value of approximately $179.8 million as of the Record Date. Prior to their exercising redemption rights,
Tiberius stockholders should verify the market price of the Public Shares, as stockholders may receive higher proceeds from the
sale of their shares of Public Shares in the public market than from exercising their redemption rights if the market price per
share is higher than the redemption price. There is no assurance that you will be able to sell your Public Shares in the open
market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity
in the Public Shares when you wish to sell your shares.
If
you exercise your redemption rights, your Public Shares will cease to be outstanding and will only represent the right to receive
a pro rata share of the aggregate amount then on deposit in the Trust Account. You will have no right to participate in, or
have any interest in, the future growth of Tiberius, if any. You will be entitled to receive cash for your Public Shares only
if you properly and timely demand redemption.
If
Tiberius does not consummate an initial business combination on or before the Termination Date, and the Extension Amendment Proposal
is not approved, Tiberius will be required to dissolve and liquidate the Trust Account by returning the then remaining funds in
such account to the public stockholders and all of Tiberius’s warrants will expire worthless.
Your
right to redeem in connection with the Special Meeting relating to the Extension Amendment Proposal does not affect the right
of Tiberius stockholders to elect to redeem their Public Shares in connection with the Business Combination, which is a separate
and additional redemption right available to Tiberius stockholders. Stockholders of Tiberius seeking to exercise their redemption
rights in connection with the Business Combination should follow the instructions for the exercise of such rights set forth in
the proxy statement/prospectus dated February 20, 2020 relating to the Business Combination Special Meeting.
Certain
Material U.S. Federal Income Tax Consequences
The
following discussion is a general summary of certain material U.S. federal income tax consequences to Tiberius’s stockholders
with respect to the exercise of redemption rights in connection with the approval of the Extension Amendment. Because the components
of each Unit sold in Tiberius’s initial public offering are separable at the option of the holder, the holder of a Unit
generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Public Share and one redeemable
Public Warrant. As a result, the discussion below with respect to actual holders of Public Shares should also apply to holders
of Units (as the deemed owners of the underlying Public Shares) that separate their Units into one Public Share and one Public
Warrant for the purpose of exercising their redemption rights. This discussion assumes that holders currently hold Tiberius securities
as capital assets within the meaning of Section 1221 of the Code.
This
discussion does not describe all of the U.S. federal income tax consequences that may be relevant to you in light of your particular
circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and except as otherwise discussed
below, the special tax rules that may apply to certain types of investors, such as:
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banks
or financial institutions;
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insurance
companies;
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brokers,
dealers or traders in securities, commodities or currencies;
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traders
that elect to use a mark-to-market method of accounting;
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persons
holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction;
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U.S.
Holders (as defined below) whose functional currency is not the U.S. dollar;
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U.S.
expatriates or former long-term residents of the United States;
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partnerships
or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities;
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corporations;
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regulated
investment companies;
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real
estate investment trusts;
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grantor
trusts;
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persons
whose Public Shares are subject to a liability;
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persons
holding founder shares or Private Placement Warrants;
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Non-U.S.
Holders (as defined below); and
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tax-exempt
entities.
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If
you are an entity or arrangement treated as a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment
of your partners generally will depend on the status of your partners and your activities. If you are a partnership or a partner
in a partnership, you should consult your Public Shares.
This
discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), and administrative pronouncements,
judicial decisions and final, temporary and proposed Treasury regulations as of the date hereof, all of which are subject to differing
interpretations or change, possibly on a retroactive basis. This discussion does not address any aspect of state, local or non-U.S.
taxation, or any U.S. federal taxes other than income tax (such as gift and estate taxes). The
Following Discussion Is For General Informational Purposes Only And Should Not Be Construed As Tax Advice. You Are Urged To Consult
Your Tax Advisor With Respect To The Specific Tax Consequences To You Of Making Or Not Making The Election TO REDEEM YOUR PUBLIC
SHARES, Including The Effects Of U.S. Federal, State, Local And Non-U.S. Tax Rules And Possible Changes In Laws That May Affect
The Tax Consequences Described In This Proxy Statement.
U.S.
Federal Income Tax Consequences to Non-Redeeming Stockholders
A
stockholder who does not elect to redeem its Public Shares will continue to own its Public Shares and Public Warrants, if any,
and will not recognize any income, gain or loss for U.S. federal income tax purposes by reason of the Extension.
U.S.
Federal Income Tax Consequences of the Redemption to U.S. Holders of Public Shares
For
purposes of this discussion, a U.S. Holder is a beneficial owner of Public Shares who or that is, for U.S. federal income tax
purposes:
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an
individual who is a citizen or resident of the United States;
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a
corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws
of the United States, any state thereof or the District of Columbia;
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an
estate the income of which is subject to U.S. federal income taxation regardless of its source; or
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a
trust (i) the administration of which is subject to the primary supervision of a court in the United States and for which
one or more U.S. persons have the authority to control all substantial decisions or (ii) that has an election in effect under
applicable income tax regulations to be treated as a U.S. person for U.S. federal income tax purposes.
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A
Non-U.S. Holder is a beneficial owner of Public Shares that is not a U.S. Holder and is not an entity or arrangement treated as
a partnership for U.S. federal income tax purposes.
This
section summarizes the expected U.S. federal income tax consequences of the redemption of Public Shares for U.S. Holders of Public
Shares.
In
the event that you elect to have your Public Shares redeemed, the treatment of the transaction for U.S. federal income tax purposes
will depend on whether the redemption qualifies as sale of the Public Shares under Section 302 of the Code.
If
the redemption qualifies as a sale of the Public Shares, you generally will recognize capital gain or loss in an amount equal
to the difference between (i) the amount of cash received in respect of the Public Shares and (ii) your adjusted tax basis in
your Public Shares. Your adjusted tax basis in the Public Shares generally should equal your acquisition cost for those shares.
If you purchased an investment unit consisting of both Public Share and a Public Warrant, the cost of such Unit must be allocated
between the share and warrant that comprised such Unit based on their relative fair market values at the time of the purchase.
The price allocated to the one Public Share and the one Public Warrant generally should be the holder’s tax basis in such
share and such warrant. The foregoing treatment of the Public Shares and Public Warrants, including the holder’s allocation
of the tax basis, is not binding on the Internal Revenue Service (the “IRS”), or the courts. Because there
are no authorities that directly address instruments that are similar to the Units, no assurance can be given that the IRS or
the courts will agree with the characterization described above. Accordingly, each holder is urged to consult its tax advisors
regarding the tax consequences of the exercise of redemption rights (including alternative characterizations of a Unit or treatments
thereof).
Any
such capital gain or loss generally will be long-term capital gain or loss if your holding period for the Public Shares so disposed
of exceeds one year at the time of the disposition. It is unclear, however, whether the redemption rights with respect to the
Public Shares may have suspended the running of the applicable holding period for this purpose. Long-term capital gains recognized
by you if you are a non-corporate U.S. Holder will be eligible to be taxed at reduced rates. The deductibility of capital losses
is subject to limitations.
If
the redemption does not qualify as a sale of Public Shares, you will be treated as receiving a cash distribution from Tiberius.
Such distribution generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from Tiberius’s
current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of
current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but
not below zero) your adjusted tax basis in your Public Shares. Any remaining excess will be treated as gain realized on the sale
or other disposition of your Public Shares and will be taxed in the manner described in the preceding paragraph. If you are taxable
as a corporation for U.S. federal income tax purposes, the portion of any redemption payment that Tiberius pays to you that is
treated as a dividend generally will qualify for the dividends received deduction if the requisite holding period is satisfied.
If you are a non-corporate U.S. Holder, with certain exceptions (including, but not limited to, if you elect to treat such dividends
as investment income for purposes of investment interest deduction limitations) and provided certain holding period requirements
are met, any portion of any redemption payment that Tiberius pays to you that is treated as a dividend generally will constitute
“qualified dividends” that will be subject to tax at the maximum tax rate applicable to long-term capital gains. It
is unclear whether the redemption rights with respect to the Public Shares would prevent you from satisfying the applicable holding
period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income,
as the case may be.
Whether
a redemption qualifies for sale treatment will depend largely on the total number of shares of Public Shares treated as held by
you (including any stock you constructively owned as a result of owning Public Warrants) relative to all of Tiberius’s shares
outstanding both before and after the redemption. The redemption of Public Shares generally will be treated as a sale by you of
your Public Shares (rather than as a corporate distribution) if the redemption (i) is “substantially disproportionate”
with respect to you, (ii) results in a “complete termination” of your interest in Tiberius or (iii) is “not
essentially equivalent to a dividend” with respect to you. These tests are explained more fully below.
In
determining whether any of the foregoing tests are satisfied, you would take into account not only stock actually owned by you,
but also shares of Tiberius stock that you constructively owned. You may constructively own, in addition to stock owned directly,
stock owned by certain related individuals and entities in which you have an interest or that have an interest in you, as well
as any stock you have a right to acquire by exercise of an option, which generally would include Public Shares that could be acquired
pursuant to the exercise of the Public Warrants. In order to meet the substantially disproportionate test, the percentage of Tiberius’s
outstanding voting stock actually and constructively owned by you immediately following the redemption of Public Shares must,
among other requirements, be less than 80% of the percentage of its outstanding voting stock actually and constructively owned
by you immediately before the redemption. There will be a complete termination of your interest if either (i) all of the shares
of Tiberius’s stock actually and constructively owned by you are redeemed or (ii) all of the shares of Tiberius’s
stock actually owned by you are redeemed and you are eligible to waive, and effectively waive in accordance with specific rules,
the attribution of stock owned by certain family members and you do not constructively own any other Public Shares. The redemption
of the Public Shares will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction”
of your proportionate interest in Tiberius. Whether the redemption will result in a meaningful reduction in your proportionate
interest in Tiberius will depend on your particular facts and circumstances. However, the IRS has indicated in a published ruling
that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises
no control over corporate affairs may constitute such a “meaningful reduction.” You should consult your tax advisor
as to the tax consequences of a redemption.
If
none of the foregoing tests is satisfied, then the redemption will not be treated as a sale, but will be treated as a distribution
to you in respect of your Public Shares and you will be subject to the tax consequences described above. If the amount of the
distribution you receive does not exceed your adjusted tax basis in your redeemed Public Shares, any of your remaining tax basis
in the redeemed Public Shares will be added to your adjusted tax basis in any of your remaining Class A stock, or, if you have
none, to your adjusted tax basis in your Public Warrants or, possibly, other stock constructively owned by you.
If
you are a U.S. Holder who actually or constructively owns five percent or more of Tiberius’s stock (by vote or value) before
redemption, you may be subject to special reporting requirements with respect to a redemption of Public Shares, and you should
consult your tax advisor with respect to your reporting requirements.
Holders
who hold different blocks of Public Shares (generally, Public Shares purchased or acquired on different dates or at different
prices) should consult their tax advisors to determine how the above rules apply to them.
Medicare
Tax
Certain
U.S. Holders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to pay a 3.8%
Medicare tax on dividends and other income, including capital gain from the sale or disposition of Public Shares.
Information
Reporting and Backup Withholding
Tiberius
or its paying agent must report annually to U.S. Holders and the IRS amounts paid to such holders on or with respect to Public
Shares during each calendar year, the amount of proceeds from the sale of Public Shares, and the amount of tax, if any, withheld
from such payments. A U.S. Holder will be subject to backup withholding on dividends paid on Public Shares and proceeds from the
sale of Public Shares at the applicable rate if the U.S. Holder is not otherwise exempt and (i) the holder fails to provide Tiberius
or its paying agent with a correct taxpayer identification number, (ii) Tiberius or its paying agent is notified by the IRS that
the holder provided an incorrect taxpayer identification number, (iii) Tiberius or its paying agent is notified by the IRS that
the holder failed to properly report payments of interest or dividends or (iv) the holder fails to certify under penalty of perjury
that it has provided a correct taxpayer identification number and has not been notified by the IRS that it is subject to backup
withholding. A U.S. Holder generally may establish that it is exempt from or otherwise not subject to backup withholding by providing
a properly completed IRS Form W-9 to Tiberius or its paying agent.
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a
credit against your U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.
U.S.
Federal Income Tax Consequences of the Redemption to Non-U.S. Holders of Public Shares
General
This
section summarizes the expected U.S. federal income tax consequences of the exercise of redemption rights to Non-U.S. Holders
of Public Shares. For purposes of the below discussion, if you elect to have your shares of Public Shares redeemed, the characterization
for U.S. federal income tax purposes of the redemption of your shares of Public Shares generally will correspond to the U.S. federal
income tax characterization that would be applicable to such a redemption by a U.S. Holder of Public Shares, as described under
“U.S. Federal Income Tax Consequences of the Redemption to U.S. Holders of Public Shares” above.
Taxable
Sales or Exchanges
If
you are a Non-U.S. Holder who elects to have Public Shares redeemed and the redemption is treated as a sale or exchange of your
Public Shares for U.S. federal income tax purposes, you will not be subject to U.S. federal income tax on any gain or loss on
such event (which generally would be calculated in the same manner as if you were a U.S. Holder) unless either (i) the gain is
effectively connected with the conduct of a trade or business by you within the United States (and, under certain income tax treaties,
is attributable to a United States permanent establishment or fixed base maintained by you), (ii) you are an individual present
in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met or (iii) Tiberius
is or has been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during
the shorter of the five-year period ending on the date of disposition or the period that you held Public Shares and, in the case
where Public Shares are regularly traded on an established securities market, you have owned, directly or constructively, more
than 5% of the Public Shares, at any time within the shorter of the five-year period preceding the disposition or your holding
period for the Public Shares.
Unless
an applicable treaty provides otherwise, gain described in clause (i) immediately above will be subject to tax at generally applicable
U.S. federal income tax rates as if you were a U.S. resident. Any gain described in clause (i) immediately above if you are a
corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower treaty rate). If you
are an individual Non-U.S. Holder described in clause (ii) immediately above, you generally will be subject to a flat 30% U.S.
federal income tax on the gain derived from the sale, which may be offset by U.S. source capital losses. If you are eligible for
the benefits of an income tax treaty between the United States and your country of residence, any gain described in clause (ii)
immediately above will be subject to U.S. federal income tax in the manner specified by the income tax treaty and generally will
only be subject to such tax if such gain is attributable to a permanent establishment maintained by you in the United States.
To claim the benefit of any applicable income tax treaty, you must properly submit an applicable IRS Form W-8. You should consult
your tax advisor regarding the potential application of income tax treaties and your eligibility for income tax treaty benefits.
In
the case of clause (iii) above, Tiberius would be classified as a U.S. real property holding corporation if the fair market value
of Tiberius’s “U.S. real property interests” equal or exceed 50 percent of the sum of the fair market value
of Tiberius’s worldwide real property interests plus Tiberius’s other assets used or held for use in a trade or business,
as determined for U.S. federal income tax purposes. As Tiberius has generally only held cash, cash equivalents and government
securities since its inception, Tiberius does not believe that it is or has ever been a U.S. real property holding corporation.
Distributions
If
you are a Non-U.S. Holder who elects to have Public Shares redeemed and the redemption is treated as a distribution for U.S. federal
income tax purposes, in general, any distributions Tiberius makes to you with respect to Public Shares, to the extent paid out
of Tiberius’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will
constitute a dividend for U.S. federal income tax purposes and, provided such dividends are not effectively connected with your
conduct of a trade or business within the United States, Tiberius would be required to withhold tax from the gross amount of the
dividend at a rate of 30%, unless you are eligible for a reduced rate of withholding tax under an applicable income tax treaty
and provide proper certification of your eligibility for such reduced rate (on an applicable IRS Form W-8).
Any
distribution not constituting a dividend will be treated first as reducing (but not below zero) your adjusted tax basis in your
Public Shares and, to the extent such distribution exceeds your adjusted tax basis, as gain realized from the sale or other disposition
of the Public Shares, which will be treated as described immediately above.
The
withholding tax does not apply to dividends paid to you if you provide an IRS Form W-8ECI certifying that the dividends are effectively
connected with your conduct of a trade or business within the United States. Instead, the effectively connected dividends will
be subject to U.S. federal income tax as if you were a U.S. resident. A Non-U.S. Holder that is a corporation that receives effectively
connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of 30% (or a lower
treaty rate).
FATCA
FATCA
imposes a 30% U.S. federal withholding tax on payments of dividends on Public Shares made to (i) a “foreign financial institution,”
as defined under such rules, unless such institution enters into an agreement with the Department of Treasury to, among other
things, collect and provide to it substantial information regarding such institution’s United States financial account holders,
including certain account holders that are non-U.S. entities with United States owners or, in the case of a foreign financial
institution in a jurisdiction that has entered into an intergovernmental agreement with the United States, such institution complies
with the requirements of such agreement and (ii) a “non-financial foreign entity,” as defined under such rules, unless
such entity provides the paying agent with a certification that it does not have any substantial United States owners or a certification
identifying the direct and indirect substantial United States owners of the entity, unless in each case, an exemption applies.
Information
Reporting and Backup Withholding
Information
returns may be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of
Units, Public Shares and Public Warrants. Non-U.S. Holders may have to comply with certification procedures to establish that
such Non-U.S. Holders are not United States persons in order to avoid backup withholding requirements. The certification procedures
required to claim a reduced rate of withholding under a treaty will satisfy the certification requirements necessary to avoid
the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment
to a Non-U.S. Holder will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may
entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.
State,
Local and Non-U.S. Taxes
Tiberius
and the holders of Public Shares may be subject to state, local or non-U.S. taxation in various jurisdictions, including those
in which it or they transact business, own property or reside. The state, local or non-U.S. tax treatment of Tiberius and its
stockholders may not conform to the U.S. federal income tax treatment discussed above. Any non-U.S. taxes incurred by Tiberius
would not pass through to stockholders as a credit against their U.S. federal income tax liability. Prospective stockholders should
consult their tax advisors regarding the application and effect of state, local and non-U.S. income and other tax laws on a redemption
of Public Shares.
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general
information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any stockholder. Tiberius
once again urges you to consult with your tax advisor to determine the particular tax consequences to you (including the application
and effect of any U.S. federal, state, local or foreign income or other tax laws) of the redemption of Public Shares in connection
with the Extension Amendment.
Vote
Required for Approval
The
approval of the Extension Amendment Proposal requires the affirmative vote of the holders of at least sixty-five percent (65%)
of all the outstanding shares of Common Stock as of the Record Date.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT TIBERIUS STOCKHOLDERS VOTE “FOR”
THE EXTENSION AMENDMENT
PROPOSAL.
PROPOSAL
NO. 2 – THE ADJOURNMENT PROPOSAL
Overview
The
Adjournment Proposal, if adopted, will allow the Board to adjourn the Special Meeting to a later date or dates to permit further
solicitation of proxies. The Adjournment Proposal will only be presented to Tiberius’s stockholders in the event, based
on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve the Extension Amendment Proposal.
Consequences
if the Adjournment Proposal is Not Approved
If
the Adjournment Proposal is not approved by Tiberius’s stockholders, the Board may not be able to adjourn the Special Meeting
to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting
to approve the Extension Amendment Proposal.
Vote
Required for Approval
Approval
of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by the holders of the shares of Common
Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon. Failure to vote by proxy
or to vote in person at the Special Meeting, abstentions from voting or broker non-votes will have no effect on the outcome of
any vote on the Adjournment Proposal.
Recommendation
of the Board
THE
BOARD UNANIMOUSLY RECOMMENDS THAT TIBERIUS STOCKHOLDERS VOTE “FOR”
THE APPROVAL OF THE ADJOURNMENT PROPOSAL.
BUSINESS
OF TIBERIUS AND CERTAIN INFORMATION ABOUT TIBERIUS
General
Tiberius
is a blank check company formed as a Delaware corporation on November 18, 2015 for the purpose of effecting a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
On
March 20, 2018, Tiberius closed its initial public offering (the “initial public offering”) of 15,000,000 Units.
Each Unit consisted of one Public Share and one Public Warrant. Each Public Warrant entitles the holder thereof to purchase one
share of Common Stock at a price of $11.50 per share. On March 28, 2018, Tiberius consummated the sale of an additional 2,250,000
Units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The Units were
sold at an offering price of $10.00 per Unit, generating gross proceeds of $172,500,000. Simultaneously with the closing of the
initial public offering, Tiberius issued to the Tiberius Sponsor 4,500,000 warrants (the “Private Placement Warrants”),
each exercisable to purchase one share of Common Stock at a price of $11.50 per share, at a price of $1.00 per private placement
warrant, in a private placement (the “Private Placement”), generating gross proceeds of $4,500,000. Prior to
the consummation of the initial public offering, in December 2015, the Tiberius Sponsor purchased 4,312,500 shares of Common Stock
for an aggregate purchase price of $25,000. Upon the closing of the initial public offering and private placement, $174,225,000
($10.10 per Unit) of the net proceeds of the sale of the Units in the initial public offering and the private placement was placed
in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting
as trustee (the “Trust Account”). The proceeds held in the Trust Account were invested in U.S. government securities,
within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, amended (the “Investment Company
Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money
market fund selected by Tiberius meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment
Company Act, as determined by Tiberius, until the earlier of: (i) the completion of a business combination and (ii) the distribution
of the Trust Account as described below. As of December 31, 2019, Tiberius had cash of $78,697 held outside the Trust Account,
which is available for use by it to cover its costs associated with identifying a target business, negotiating a business combination,
due diligence procedures and other general corporate uses.
The
Proposed Business Combination
As
previously announced, the Tiberius and IGI entered into the Business Combination Agreement on October 10, 2019. Pursuant to the
Business Combination Agreement, the parties agreed, subject to the terms and conditions of the Business Combination Agreement,
to effect the Business Combination. While Tiberius is using its best efforts to complete the Business Combination on or before
the Termination Date and on or before the date of the Special Meeting, the Board believes that it is in the best interests of
Tiberius stockholders that the Extension be obtained so that, in the event the Business Combination is for any reason not able
to be consummated on or before the Termination Date, Tiberius will have a limited additional amount of time to consummate the
Business Combination. Without the Extension, Tiberius believes that there is some risk that Tiberius might not, despite its best
efforts, be able to complete the Business Combination on or before the Termination Date. If that were to occur, Tiberius would
be precluded from completing the Business Combination and would be forced to liquidate even if Tiberius’s stockholders are
otherwise in favor of consummating the Business Combination. If the Extension is approved and implemented, subject to satisfaction
of the conditions to closing in the Business Combination Agreement (including, without limitation, receipt of the approval of
the stockholders of Tiberius at the Business Combination Special Meeting), Tiberius intends to complete the Business Combination
as soon as possible and in any event on or before the Extended Date.
Tiberius
believes that given Tiberius’s expenditure of time, effort and money on the Business Combination, circumstances warrant
ensuring that Tiberius is in the best position possible to consummate the Business Combination and that it is in the best interests
of Tiberius’s stockholders that Tiberius obtain the Extension if needed. Tiberius believes the Business Combination will
provide significant benefits to its stockholders. For more information about the Business Combination, see the proxy statement/prospectus
dated February 20, 2020, mailed to Tiberius stockholders on or about February 20, 2020.
BENEFICIAL
OWNERSHIP OF SECURITIES
The
following table sets forth information regarding the beneficial ownership of our Common Stock as of February 14, 2020 based on
information obtained from the persons named below, with respect to the beneficial ownership of shares of our Common Stock, by:
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●
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each
person known by us to be the beneficial owner of more than 5% of our outstanding shares
of Common Stock;
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|
|
|
|
●
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each
of our executive officers and directors that beneficially owns shares of our Common Stock;
and
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|
|
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●
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all
our executive officers and directors as a group.
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Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a
security if such person possesses sole or shared voting or investment power over that security, including options and warrants
that are currently exercisable or exercisable within sixty days.
In
the table below, percentage ownership is based on 21,562,500 shares of our Common Stock outstanding as of February 14, 2020. Voting
power represents the combined voting power of Common Stock owned beneficially by such person. On all matters to be voted upon,
the holders of the Common Stock vote together as a single class. The table below does not include the shares of Common Stock underlying
the private placement warrants held or to be held by the Tiberius Sponsor because these securities are not exercisable within
60 days of this proxy statement.
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
shares of Common Stock beneficially owned by them.
Name and Address of Beneficial Owner
|
|
Number of Shares
Beneficially Owned
|
|
|
Approximate
Percentage of
Outstanding
Common
Stock
|
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Lagniappe Ventures LLC
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4,252,500
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|
|
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19.7
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%
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Michael T. Gray (2)
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4,252,500
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|
|
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19.7
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%
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Andrew Poole (3)
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|
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-
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|
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*
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Bryce Quin (3)
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|
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-
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|
|
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*
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C. Allen Bradley, Jr. (3)
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|
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40,000
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|
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*
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Senator E. Benjamin Nelson (3)
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15,000
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|
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*
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John D. Vollaro (3)
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|
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15,000
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|
|
|
*
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|
John W. Hayden (3)
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|
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15,000
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|
|
*
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Michael Millhouse (3)
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|
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-
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|
|
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*
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All directors and executive officers as a group (eight individuals)
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|
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4,337,500
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|
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20.1
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%
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Weiss Multi-Strategy Advisors LLC (4)
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|
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1,327,700
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|
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6.2
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%
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HGC Investment Management Inc. (5)
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1,348,200
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6.3
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%
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Linden Capital L.P. (6)
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|
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1,284,745
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|
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6.0
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%
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Bank of Montreal (7)
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|
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1,392,562
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|
|
|
6.5
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%
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(1)
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Unless
otherwise noted, the business address of each of the following entities or individuals is 3601 N Interstate 10 Service Rd W, Metairie,
LA 70002
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|
(2)
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These
shares represent the founder shares held by the Tiberius Sponsor. Michael T. Gray, our Executive Chairman and Chief Executive
Officer, is the managing member of the Tiberius Sponsor. Consequently, Mr. Gray may be deemed the beneficial owner of the founder
shares held by the Tiberius Sponsor, Mr. Gray has sole voting and dispositive control over such securities.
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|
(3)
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Other
than as set forth above none of our officers or directors owns any shares of our Common Stock. Each of Mr. Poole and Mr. Quin
also has a pecuniary interest in shares of our Common Stock through their respective ownership of membership interests in the
Tiberius Sponsor.
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|
(4)
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According
to a Schedule 13G/A filed with the SEC on February 12, 2019, Weiss Multi-Strategy Advisers LLC shares voting and dispositive power
with George A. Weiss with regard to 1,327,700 shares of our Common Stock. Such shares are owned by advisory clients of Weiss Multi-Strategy
Advisers LLC and George Weiss is the managing member of Weiss Multi-Strategy Advisers LLC. The business address of each of the
reporting persons is One State Street, 20th Floor, Hartford, CT 06103.
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(5)
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According
to a Schedule 13G filed with the SEC on February 13, 2019, HGC Investment Management Inc. has voting and dispositive power with
regard to 1,348,200 shares of our Common Stock. The business address of the reporting person is 366 Adelaide, Suite 601, Toronto,
Ontario M5V 1R9, Canada.
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(6)
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According
to a Schedule 13G/A filed with the SEC on January 14, 2020, Linden Advisors LP has shared dispositive power with Siu Min Wong
with respect to 1,284,745 shares of Common Stock, and Linden Capital L.P. has shared dispositive power with Linden GP LLC with
regard to 1,151,339 shares. Such shares are held for the account of Linden Capital L.P. and one or more separately managed accounts,
and Siu Min Wong is the principal owner and controlling person of Linden Advisors LP and Linden GP LLC. The business address of
the reporting persons is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda, for Linden Capital L.P. and 590 Madison Avenue,
15th Floor, New York, New York 10022 for each of Linden Advisors LP, Linden GP LLC and Siu Min Wong.
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(7)
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According
to a Schedule 13G filed with the SEC on February 14, 2020, Bank of Montreal and its subsidiary, BMO Capital Markets Corp., have
voting and dispositive power with regard to 1,392,562 shares of our Common Stock. The business address of the reporting person
is 1 First Canadian Place, Toronto, Ontario, Canada M5X 1A1.
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FUTURE
STOCKHOLDER PROPOSALS
If
the Business Combination is consummated, you will be entitled to attend and participate in Pubco’s annual meetings of shareholders.
If Pubco holds a 2020 annual meeting of shareholders, it will provide notice of or otherwise publicly disclose the date on which
the 2020 annual meeting will be held.
HOUSEHOLDING
INFORMATION
Unless
Tiberius has received contrary instructions, Tiberius may send a single copy of this proxy statement to any household at which
two or more stockholders reside if Tiberius believes the stockholders are members of the same family. This process, known as “householding,”
reduces the volume of duplicate information received at any one household and helps to reduce Tiberius’s expenses. However,
if stockholders prefer to receive multiple sets of Tiberius’s disclosure documents at the same address this year or in future
years, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder
and together both of the stockholders would like to receive only a single set of Tiberius’s disclosure documents, the stockholders
should follow these instructions:
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●
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if
the shares are registered in the name of the stockholder, the stockholder should contact Tiberius at the following address
and e-mail address:
|
Tiberius
Acquisition Corporation
3601 N Interstate 10 Service Rd W
Metairie, LA 70002
Attention: Andrew Poole
Email: APoole@tiberiusco.com
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●
|
if
a broker, bank or nominee holds the shares, the stockholder should contact the broker, bank or nominee directly.
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WHERE
YOU CAN FIND MORE INFORMATION
Tiberius
files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act.
Tiberius’s public filings are also available to the public from the SEC’s website at www.sec.gov. You may request
a copy of Tiberius’s filings with the SEC (excluding exhibits) at no cost by contacting Tiberius at the address and/or telephone
number below.
If
you would like additional copies of this proxy statement or Tiberius’s other filings with the SEC (excluding exhibits) or
if you have questions about the proposals to be presented at the Special Meeting, you should contact Tiberius at the following
address and e-mail address:
Tiberius
Acquisition Corporation
3601 N Interstate 10 Service Rd W
Metairie, LA 70002
Attention: Andrew Poole
Email: APoole@tiberiusco.com
You
may also obtain additional copies of this proxy statement by requesting them in writing or by telephone from Tiberius’s
proxy solicitation agent at the following address, telephone number and e-mail address:
Saratoga
Proxy Consulting LLC
520 Eighth Avenue, 14th Floor
New York, NY 10018
Tel: 888-368-0379
Email: info@saratogaproxy.com
You
will not be charged for any of the documents you request. If your shares are held in a stock brokerage account or by a bank or
other nominee, you should contact your broker, bank or other nominee for additional information.
If
you are a Tiberius stockholder and would like to request documents, please do so by March 12, 2020, five business days prior to
the Special Meeting, in order to receive them before the Special Meeting. If you request any documents from Tiberius, such documents
will be mailed to you by first class mail or another equally prompt means.
ANNEX
A
PROPOSED
AMENDMENT
TO THE
AMENDED
AND RESTATED
CERTIFICATE
OF INCORPORATION
OF
TIBERIUS
ACQUISITION CORPORATION
Pursuant
to Section 242 of the
Delaware
General Corporation Law
1.
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The
undersigned, being a duly authorized officer of TIBERIUS ACQUISITION CORPORATION (the “Corporation”),
a corporation existing under the laws of the State of Delaware, does hereby certify as follows:
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2.
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The
name of the Corporation is Tiberius Acquisition Corporation.
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3.
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The
Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware
on November 18, 2015 and an Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of
State of the State of Delaware on March 15, 2018.
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4.
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This
Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation
of the Corporation.
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5.
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This
Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders
of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware (the “DGCL”).
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6.
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The
text of Section 9.1(b) of Article IX is hereby amended and restated to read in full as
follows:
(b)
Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering
(including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified
in the Corporation’s registration statement on Form S-1, as initially filed with the Securities and Exchange Commission
on February 20, 2018, as amended (the “Registration Statement”), shall be deposited in a trust account (the
“Trust Account”), established for the benefit of the Public Stockholders (as defined below) pursuant to a
trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay franchise and income
taxes, none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account)
will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination,
(ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial
Business Combination by April 20, 2020 and (iii) the redemption of shares in connection with a vote seeking to amend any
provisions of the Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination
activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering
(the “Offering Shares”) (whether such Offering Shares were purchased in the Offering or in the secondary market
following the Offering and whether or not such holders are affiliates of Lagniappe Ventures LLC (the “Sponsor”)
or officers or directors of the Corporation) are referred to herein as “Public Stockholders.”
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7.
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The
text of Section 9.2(d) of Article IX is hereby amended and restated to read in full as follows:
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(d) In
the event that the Corporation has not consummated an initial Business Combination by April 20, 2020, the Corporation shall
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten
business days thereafter subject to lawfully available funds therefor, redeem 100% of the Offering Shares in consideration of
a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in
the Trust Account, including interest not previously released to the Corporation to pay its franchise and income taxes (less
up to $50,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Offering Shares,
which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve
and liquidate, subject in the case of clauses (ii) and (iii) above to the Corporation’s obligations under the DGCL to
provide for claims of creditors and other requirements of applicable law.
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8.
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The
text of Section 9.7 of Article IX is hereby amended and restated to read in full as follows:
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Section 9.7
Additional Redemption Rights. If, in accordance with Section 9.1(a), any amendment is proposed to Section 9.2(d) to modify
the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has
not consummated an initial Business Combination by April 20, 2020, the Public Stockholders shall be provided with the
opportunity to redeem their Offering Shares upon the approval of any such amendment, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the
Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares. The
Corporation’s ability to provide such opportunity is subject to the Redemption Limitation.
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IN WITNESS WHEREOF, I have signed this Amendment to the Amended and Restated Certificate of Incorporation this ___ day of March, 2020.
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TIBERIUS
ACQUISITION CORPORATION
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By:
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Name:
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Michael T. Gray
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Title:
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Chief Executive Officer
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PROXY
CARD
FOR
THE SPECIAL MEETING OF STOCKHOLDERS OF
TIBERIUS
ACQUISITION CORPORATION
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned hereby appoints Michael Gray and Andrew Poole (each, a “Proxy”; collectively, the “Proxies”)
as proxies, each with full power to act without the other and the power to appoint a substitute to vote the shares that the undersigned
is entitled to vote (the “Shares”) at the special meeting of stockholders of Tiberius Acquisition Corporation to be
held on March 19, 2020 at 10:00 a.m., Eastern time at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the
Americas, 11th Floor, New York, New York 10105, and at any adjournments and/or postponements thereof. Such Shares shall
be voted as indicated with respect to the proposals listed on the reverse side hereof and in each Proxy’s discretion on
such other matters as may properly come before the special meeting or any adjournment or postponement thereof.
The
undersigned acknowledges receipt of the accompanying proxy statement and revokes all prior proxies for said meeting.
THE
SHARES REPRESENTED BY THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER.
IF NO SPECIFIC DIRECTION IS GIVEN AS TO THE PROPOSALS ON THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY.
(Continued
and to be marked, dated and signed on reverse side)
~ PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
TIBERIUS
ACQUISITION CORPORATION — THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1 AND 2.
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Please
mark votes as ☒
indicated
in this example
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(1)
The Extension Amendment Proposal — To amend the amended and restated certificate of incorporation of Tiberius
Acquisition Corporation (“Tiberius”) to extend the date by which Tiberius has to consummate a business combination
from March 20, 2020 to April 20, 2020.
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FOR
☐
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AGAINST
☐
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ABSTAIN
☐
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(2)
The Adjournment Proposal — To adjourn the special meeting of Tiberius stockholders to a later date or dates,
if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special
meeting, there are not sufficient votes to approve the Extension Amendment Proposal.
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FOR
☐
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AGAINST
☐
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ABSTAIN
☐
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Date:
, 2020
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Signature
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Signature
(if held jointly)
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When
shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please sign in full corporate name by president or other authorized officer.
If a partnership, please sign in partnership name by an authorized person.
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A
vote to abstain will have the same effect as a vote AGAINST proposal 1 and will have no effect on proposal 2. The
shares represented by the proxy, when properly executed, will be voted in the manner directed herein by the undersigned stockholder(s).
If no direction is made, this proxy will be voted FOR each of proposals 1 and 2. If any other matters properly come
before the meeting, the Proxies will vote on such matters in their discretion.
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~ PLEASE
DETACH ALONG PERFORATED LINE AND MAIL IN THE ENVELOPE PROVIDED. ~
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