Tiberius Acquisition Corp. Announces Business Combination and NASDAQ Public Market Listing of International General Insurance Holdings Company
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
The respective boards of directors of both Tiberius and IGI have unanimously approved the proposed transaction. Completion of the proposed transaction is subject to the approval of Tiberius stockholders, the
Highlights of the proposed transaction:
IGI is excited to partner with Tiberius and draw upon its highly-experienced management team and Board of Directors comprised of insurance veterans including senior executives, former regulators and investors in order to focus on ensuring an optimized public listing process for the company. With more than
Tiberius believes that its combination with IGI represents an opportunity to invest in a best-in-class insurance company at an attractive valuation and is consistent with the approach and objectives outlined at the time of Tiberius' initial public offering. The transaction provides Tiberius an opportunity to partner with an exceptional, well-aligned management team which is committed to continue building on its already impressive business. The details of Tiberius' investment rationale are highlighted below:
- The transaction is offered at an attractive entry valuation relative to specialty insurance peers. At the agreed price, IGI is valued at approximately 1.26x book value[1], which is a significant discount to the median price to book value of publicly-listed specialty insurers in the US,
UK andBermuda . - IGI has a 17-year track record of creating shareholder value through superior underwriting, capital management, and conservative investment management, delivering a 361% return for shareholders since inception.
- IGI's market respected and recognized management team is fully-aligned with public investors and has received numerous industry awards.
Wasef Jabsheh was recognized as the 2019 Ernst & Young Entrepreneur of the Year forJordan and IGI was the 2018 Reinsurer of the Year at theMENA Insurance Awards. - Approximately
$120 million of accretive capital is being raised to prudently take advantage of the improving (re)insurance rate environment with a continued focus on profitability and capital preservation that has led IGI to deliver a 90% average combined ratio over the last 10 years. - IGI's business consists of 17 business lines spanning across attractive specialty and niche products in 200 plus countries with a business plan to selectively expand into new specialty lines and markets, including a potential entry into the US E&S markets.
- IGI possesses a scalable and highly efficient infrastructure, with cost-efficient back office operations in
Amman, Jordan . - IGI has a strong balance sheet with no financial leverage, intangible assets representing only 1% of book value, a conservative investment portfolio, robust solvency ratios and liabilities supported by a rigorous reserving process.
- IGI's prudent reserving philosophy and resulting track record of favorable prior-period reserve development, has contributed 12 percentage points to IGI's combined ratio over the last 5 years.
- There is an opportunity for investment portfolio optimization as IGI selectively shifts from cash into an overall balanced portfolio consisting of highly-rated fixed income securities in line with its peers, potentially improving its investment yield by ~40-70bps.
- IGI has delivered low volatility returns with an unlevered ROE of approximately 9% through multiple market cycles.
Details of the transaction:
Under the terms of the definitive business combination agreement, the transaction reflects an approximately
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.
For additional information on the proposed transaction, please see Tiberius's Current Report on Form 8-K relating to the transaction, which will be filed promptly and can be obtained at the website of the
Pro Forma Financial Profile:
- IGI's IFRS book value was
$316 million as ofJune 30, 2019 . This transaction is expected to close in Q1 2020 and add approximately$120 million of equity to IGI's balance sheet after giving effect to transaction expenses. - IGI's gross premium written is expected to be
$340 million and net operating income is expected to be$30 million in 2019. Premium growth of approximately 13% year-over-year reflects an improving market environment and rate increases across IGI's book of business. - IGI intends to maintain its historical 40% payout ratio post-closing of the business combination.
- IGI's financial projections exclude any potential impact of prior year reserve development.
Additional Information:
Investor Conference Call Information:
IGI and Tiberius will host a joint investor conference call to discuss the proposed transaction tomorrow,
Interested parties may listen to the prepared remarks call via telephone by dialing +1 (844) 512-2921, or for international callers, +1 (412) 317-6671. A telephone/webĀ replay will be available from
The related investor presentation with more detailed information regarding the proposed transaction and a transcript of the investor call (once available) will be posted at (www.tiberiusco.com or www.iginsure.com). The investor presentation will also be furnished today by Tiberius to the
About IGI:
IGI is a leading international specialist commercial insurer and reinsurer, underwriting a diverse portfolio of specialty lines. Established in 2001, IGI is an entrepreneurial business with a worldwide portfolio of energy, property, construction & engineering, ports & terminals, financial institutions, casualty, legal expenses, general aviation, professional indemnity, marine liability, political violence, forestry and reinsurance treaty business. Registered in the
About Tiberius:
Tiberius is a blank check company with over
Important Information About the Proposed Transaction and Where to Find It:
In connection with the proposed transaction, IGI Holdings intends to file a registration statement on Form F-4 (the "F-4") with the
Participants in the Solicitation:
Tiberius, IGI, IGI Holdings, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from Tiberius's stockholders with respect to the proposed transaction. A list of the names of Tiberius's directors and executive officers and a description of their interests in Tiberius is contained in Tiberius's annual report on Form 10-K for the fiscal year ended
IGI and certain of its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Tiberius in connection with the proposed transaction. A list of the names of such directors and executive officers will be included in the F-4 when available.
No Offer or Solicitation:
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed transaction. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended.
Non-IFRS Financial Measures:
This press release includes certain non-IFRS financial measures, including net operating income and pro forma net operating income. These financial measures have not been prepared in accordance with IFRS and include certain adjustments and modifications which would not be permitted in financial measures prepared in accordance with IFRS. However, management uses these measures, and believes that these measures are important, in evaluating its own business. Management also believes that these non-IFRS financial measures are useful to investors and other users of IGI's financial statements in evaluating IGI's operating performance because they provide an additional tool to compare business performance across periods and among companies. These non-IFRS financial measures also enable investors to more easily evaluate the underlying financial performance of
Forward-Looking Statements:
This press release includes "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The expectations, estimates, and projections of the businesses of Tiberius,
Tiberius Acquisition Investor Contact:
[email protected]
International General Insurance Media Contact:
+ 44 (0) 7843076533
[email protected]
1Ā Calculated assuming
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