UPDATED: Tiberius to Combine with International General Insurance Holdings
Updates in blue, below:
Tiberius Acquisition Corp. (TIBR), announced very late last night that it had signed a definitive agreement to combine with International General Insurance Holdings Ltd. (“IGI”). IGI is an A (Excellent) AM Best rated international specialist (re)insurer underwriting a worldwide portfolio of energy, property, construction & engineering, ports & terminals, financial institutions, casualty, legal expenses, general aviation, professional indemnity, marine liability, political violence, forestry and reinsurance treaty business through its presence in Bermuda, London, Amman, Dubai, Labuan and Casablanca.
IGI and Tiberius will combine under a new holding company to be domiciled in Bermuda, International General Insurance Holdings Limited, Bermuda (“IGI Holdings”), and IGI Holdings is expected to be listed on the Nasdaq Capital Market under the symbol “IGIC”.
IGI was launched in 2001 and has been led since its inception by Wasef Jabsheh. Mr. Jabsheh has over 50 years of experience as a (re)insurance leader in worldwide markets having been instrumental in establishing Abu Dhabi National Insurance Company in 1973, and founding Middle East Insurance Brokers in 1990 and International Marine & General Insurance Co. in 1991 (sold to Houston Casualty Company (HCC) in 1994).
A presentation and 8-K have not been filed yet, but the following are highlights taken from the press release announcement:
- Transaction financing is fully committed from existing forward purchase agreements and current Tiberius investors who have agreed not to redeem alongside a significant backstop from Tiberius’s sponsor and new PIPE investors purchasing stock at $10.20 per share
- IGI’s IFRS book value was $316 million as of June 30, 2019 and operating earnings are expected to be approximately $30 million for 2019
- This transaction is expected to close in Q1 2020 and add approximately $120 million of equity to IGI’s balance sheet to support its core specialty (re)insurance business and enable IGI to take advantage of attractive worldwide market conditions
- Pro forma market capitalization of IGI is expected to be greater than $550 million
- Upon the closing of the proposed transaction, IGI’s senior management will continue to serve in their current roles and Wasef Jabsheh will own approximately 24% of the company
- IGI’s gross premium written is expected to be $340 million and net operating income is expected to be $30 million in 2019. Premium growth of approximately 13% year-over-year reflects an improving market environment and rate increases across IGI’s book of business.
- IGI intends to maintain its historical 40% payout ratio post-closing of the business combination.
- IGI’s financial projections exclude any potential impact of prior year reserve development.
Quick Takes: Tiberius filed their presentation and had a brief conference call, but what we really want are the meat and potatoes documents that get filed in a super 8-k, i.e., the combination agreement, the subscription agreements, etc. That hasn’t been filed yet, so all we really have to go on is what was included in the press release and presentation. The big takeaway here is that this transaction is already fully backstopped due to the mix of a new $20 million PIPE at $10.20, the forward purchase agreement of $25 million, additional Tiberius shareholders that have waived their right to redeem, as well as a backstop by the sponsors. However, we still don’t know the size of the sponsor backstop, or how many non-redeeming shareholders there will be. Regardless, all of those pieces do cover the minimum closing condition of $100 million, so that is not going to be a factor in stopping this transaction. And that’s a good thing.
However, there is also the agreement to repurchase 3 million of TIBR’s warrants at $0.75 ($2.25 million in aggregate). If you recall, TIBR was a full warrant SPAC, so there are 17.25 million public warrants outstanding. Some clarity on this purchase would be helpful, i.e., is this the PIPE investors? The investors that agreed not to redeem? Lots of questions marks on the structure and generally, a lack of this type of information makes it hard to really evaluate this transaction on it’s “SPAC merits”. However, what about IGI….well, the problem in general with focusing on “SPACs”, means that you are not a “sector expert” in any of the industries within which SPACs do their combinations. There are simply too many sectors to cover. Having said that, this was a really well-crafted presentation that made a compelling case for this combination. However, i’m going to try and reach someone who does focus on this industry to get their take. Additionally, once the remainder of the documents are filed, we’ll have more “SPAC” information to go on. Until we have a more complete picture, the share price probably won’t budge above trust value. Stay tuned.
Purchase Price: Estimated purchase price of $386mm for 100% of IGI based on 6/30/2019 book value of $316mm
Cash Consideration: $80mm of aggregate cash consideration to IGI shareholders
Stock Consideration: Stock consideration for remainder of purchase price, which based on current estimates is expected to equal $306mm (PubCo stock valued at the redemption price, which is currently expected to be approximately $10.45)
- the transaction reflects an approximately $550 million public market capitalization (assuming no trust account redemptions by Tiberius public stockholders).
- The acquisition will be funded through a combination of cash in Tiberius’s trust account, forward purchase commitments, and proceeds from a common stock private placement led by institutional investors.
- The transaction’s minimum monetary threshold ($100 million) is fully committed from existing forward purchase commitments and current Tiberius investors who have waived their right to redeem alongside a significant backstop from Tiberius’s sponsor and new PIPE investors purchasing stock at $10.20 per share.
- Tiberius has entered into an agreement to repurchase 3 million of its warrants for $0.75 per warrant.
- Governed by public company standards for foreign private issuers complying with SEC and Nasdaq rules
- Board of Directors to have 7 directors; 5 designated by IGI (at least 2 shall be considered independent under Nasdaq requirements) and
2 designated by Tiberius (at least 1 shall be considered independent under Nasdaq requirements)
Upon the closing of the proposed transaction, it is expected that IGI’s senior management will continue to serve in their current roles and execute long-term employment contracts. Wasef Jabsheh will own approximately 24% of the company post-transaction. Michael Gray, CEO and Chairman of Tiberius, and Andrew Poole, Chief Investment Officer of Tiberius, will serve as board members of the combined company.
(TO BE UPDATED ONCE SUPER 8-K IS FILED)
IGI and Tiberius will host a joint investor conference call to discuss the proposed transaction October 11, 2019 at 10:00 am ET.
Dial-in +1 (844) 512-2921, or for international callers, +1 (412) 317-6671.
A telephone/web replay will be available from 10:00 am ET on October 11, 2019 to 11:59 pm ET on October 18, 2019. The replay PIN number is 1136555. The replay can also be accessed at www.tiberiusco.com.
The related investor presentation with more detailed information regarding the proposed transaction and a transcript of the investor call (once available) will be posted at (www.tiberiusco.com or www.iginsure.com).
- RBC Capital Markets is serving as exclusive financial advisor to IGI.
- Freshfields Bruckhaus Deringer LLP is acting as legal advisor to IGI.
- Cantor and Dowling & Partners are serving as capital markets advisors to Tiberius.
- Cantor is serving as private placement agent to Tiberius.
- Ellenoff Grossman & Schole LLP and Lamson Dugan & Murray LLP are serving as legal advisors to Tiberius.