International General Insurance Holdings Ltd. (“IGI” or the
“Company”) (Nasdaq: IGIC) today announced that it has successfully
completed a tender process with regard to its offer to purchase
(the “Offer”) all of its outstanding public warrants and private
warrants (collectively, the “Warrants”) to purchase its common
shares, par value $0.01 per share, at a purchase price of $0.95 per
Warrant in cash, without interest. The successfully completed
tender process, when combined with the contemplated redemption of
untendered public warrants, will lead to a simplified capital
structure with no Warrants.
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 $11.50, subject to adjustments (the “Public
Warrants”), and (b) 4,500,000 warrants to purchase IGI’s common
shares which were privately issued and sold in connection with the
Tiberius IPO pursuant to an exemption from registration under the
Securities Act of 1933, as amended, 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 $11.50, subject
to adjustments (the “Private Warrants”), expired at 12:00 midnight,
Eastern Time, at the end of the day on September 18, 2023 (the
“Expiration Date”).
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validly withdrawn from the Offer, representing approximately 95% of
the outstanding Public Warrants and (ii) 4,500,000 Private Warrants
had been validly tendered and not validly withdrawn from the Offer,
representing 100% of the outstanding Private Warrants, which
cumulatively comprised approximately 96% of all outstanding
Warrants. Pursuant to the terms of the Offer, the Company expects
to pay an aggregate of $15.7 million in cash in exchange for such
Warrants. Such payment will be made promptly. Holders of Warrants
that were validly tendered and not validly withdrawn prior to the
expiration of the Offer and Consent Solicitation will receive $0.95
per share for each Warrant tendered by the holder and exchanged
pursuant to the Offer. The Company expects to accept all validly
tendered Warrants for exchange and settlement on or before
September 22, 2023 (the “Settlement”).
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 $0.86
in cash, without interest, which is 10% less than the price
applicable to the Offer (such amendment, the “Warrant Amendment”).
Pursuant to the terms of the Warrant Agreement, the adoption of the
Warrant Amendment required the consent of holders of at least 65%
of the then outstanding Public Warrants.
As of the Expiration Date, parties representing approximately
95% of the outstanding Public Warrants consented to the Warrant
Amendment in the Consent Solicitation. Accordingly, because holders
of more than 65% of the outstanding Public Warrants have agreed to
consent to the Warrant Amendment in the Consent Solicitation, the
Warrant Amendment was adopted. The Warrant Amendment was executed
and the Company announced that it will exercise its right, in
accordance with the terms of the Warrant Amendment, to redeem all
remaining Public Warrants not tendered in the Offer in exchange for
$0.86 per Warrant (unless exercised prior to the redemption date),
and has fixed October 4, 2023 as the redemption date, following
which no Warrants will remain outstanding (the “Post-Offer
Exchange”).
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 U.S.
Securities and Exchange Commission (“SEC”) and more fully set forth
in the terms and conditions of the Offer and Consent
Solicitation.
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 Bermuda, with operations in Bermuda, London, Malta,
Dubai, Amman, Oslo, Kuala Lumpur and Casablanca, IGI aims to
deliver outstanding levels of service to clients and brokers. IGI
is rated “A” (Excellent)/Stable by AM Best and “A-”(Strong)/Stable
by S&P Global Ratings.
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 Russia and
Ukraine and the sanctions imposed on Russia by the United States,
European Union, United Kingdom and others; (7) the inability to
maintain the listing of the Company’s common shares on Nasdaq; (8)
the failure to realize the anticipated benefits of the acquisition
of EIO; and (9) other risks and uncertainties indicated in IGI’s
filings with the SEC. The foregoing list of factors is not
exclusive. In addition, forward-looking statements are inherently
based on various estimates and assumptions that are subject to the
judgment of those preparing them and are also subject to
significant economic, competitive, industry and other uncertainties
and contingencies, all of which are difficult or impossible to
predict and many of which are beyond the control of IGI. There can
be no assurance that IGI’s financial condition or results of
operations will be consistent with those set forth in such
forward-looking statements. You should not place undue reliance
upon any forward-looking statements, which speak only as of the
date made. IGI does not undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements to reflect any change in its
expectations or any change in events, conditions, or circumstances
on which any such statement is based except to the extent that is
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230919810797/en/
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
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