IGI Announces Expiration and Results of the Offer to Purchase and Consent Solicitation Relating to its Warrants
- Successful completion of tender process
- 95% of public warrants and 100% of private warrants tendered
- Company expects to pay $15.7 million in cash
- Redemption of remaining warrants for $0.86 per warrant
Tender Process Details
IGI’s offer to purchase (a) 12,750,000 publicly traded warrants to purchase IGI’s common shares which were publicly issued and sold as part of the units in the initial public offering of Tiberius Acquisition Corporation on March 20, 2018 (the “Tiberius IPO”), and assumed by the Company on March 17, 2020, and which entitle such warrant holders to purchase one of IGI’s common shares at an exercise price of
IGI has been advised that, as of the Expiration Date, (i) 12,052,030 Public Warrants had been validly tendered and not validly withdrawn from the Offer, representing approximately
IGI also solicited consents (the “Consent Solicitation”) to amend the Warrant Agreement, dated March 15, 2018, by and between Tiberius Acquisition Corporation (“Tiberius”) and Continental Stock Transfer & Trust Company (“Continental”), as amended by Amendment No. 1 to the Warrant Agreement, dated March 17, 2020, by and among IGI, Tiberius and Continental (as amended, the “Warrant Agreement”), which governs all of the Warrants, to permit IGI to redeem each outstanding Warrant not tendered in the Offer for
As of the Expiration Date, parties representing approximately
The Offer and Consent Solicitation were made pursuant to an Offer to Purchase initially dated July 28, 2023, and Schedule TO, initially dated July 28, 2023, each as amended and supplemented from time to time, and each of which have been filed with the
The Company’s common shares and Public Warrants are listed on The Nasdaq Stock Market LLC under the symbols “IGIC” and “IGICW,” respectively.
BofA Securities was the dealer manager for the Offer and Consent Solicitation. Morrow Sodali Global LLC (“Morrow Sodali”) was the information agent for the Offer and Consent Solicitation, and Continental was the Depositary for the Offer and Consent Solicitation. All questions concerning tender procedures and requests for additional copies of the offer materials, including the letter of transmittal and consent should be directed to Morrow Sodali at (800) 662-5200 (toll free).
Disclaimer
This announcement is for informational purposes only and shall not constitute an offer to purchase or a solicitation of an offer to sell the Warrants. The Offer and Consent Solicitation were made only through the Schedule TO and Offer to Purchase, and the complete terms and conditions of the Offer and Consent Solicitation are set forth in the Schedule TO and Offer to Purchase.
About IGI:
IGI is an international specialty risks commercial insurer and reinsurer underwriting a diverse portfolio of specialty lines. Established in 2001, IGI has a worldwide portfolio of energy, property, general aviation, construction & engineering, ports & terminals, marine cargo, marine trades, contingency, political violence, financial institutions, general third-party liability (casualty), legal expenses, professional indemnity, D&O, marine liability and reinsurance treaty business. Registered in
Forward-Looking Statements:
This press release contains “forward-looking statements” within the meaning of the “safe harbour” provisions of the Private Securities Litigation Reform Act of 1995, including statements about the effects of the Offer and Consent Solicitation on our capital structure and the consummation of the Settlement and the Post-Offer Exchange. The expectations, estimates, and projections of IGI may differ from actual results and, consequently, you should not rely on forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” “commitment,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results, including our ability to consummate the Settlement and Post-Offer Exchange; our ability to recognize the anticipated benefits of the Offer and Consent Solicitation; changes in applicable laws or regulations, including those that pertain to tender offers; and the possibility that we may be adversely affected by legal and regulatory developments and general market, political, economic and business conditions. Most of these factors are outside of the control of IGI and are difficult to predict. Other factors that may cause such differences include, but are not limited to: (1) changes in demand for IGI’s services together with the possibility that IGI may be adversely affected by other economic, business, and/or competitive factors globally and in the regions in which it operates; (2) competition, the ability of IGI to grow and manage growth profitably and IGI’s ability to retain its key employees; (3) changes in applicable laws or regulations; (4) the outcome of any legal proceedings that may be instituted against the Company; (5) the potential effects of the COVID-19 pandemic and emerging variants; (6) the effects of the hostilities between
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IGI Contacts:
Investors:
Robin Sidders, Head of Investor Relations
T: + 44 (0) 2072 204937
M: + 44 (0) 7384 514785
Email: robin.sidders@iginsure.com
Media:
Aaida Abu Jaber, AVP PR & Marketing
T: +96265662082 Ext. 407
M: +962770415540
Email: aaida.abujaber@iginsure.com
Source: International General Insurance Holdings Ltd.