Tiberius Acquisition Corp. (TIBR), recently announced that it had made a few changes surrounding it’s business combination agreement with International General Insurance Holdings Limited (“IGI”). In particular, TIBR announced that it had entered into another warrant purchase agreement with a holder of Tiberius’ outstanding public warrants.
Per the agreement, Tiberius will repurchase from such holder (upon closing of the business combination) 3,000,000 of Tiberius’ public warrants at a price of $1.425 per warrant, for an aggregate purchase price of $4,275,000. This is in addition to TIBR’s agreement with Church Mutual Insurance Company (“Church”), whereby TIBR previously agreed to purchase 3,000,000 warrants at $0.75 per warrant, for an aggregate purchase price of $2,250,000. However, of those 3,000,000 warrants, 1,500,000 are currently owned by Church, with an additional 1,500,000 to be issued at combination closing as part of their Forward Purchase Agreement with TIBR.
The new warrant purchase agreement brings the total number of warrants to be purchased by TIBR to 6,000,000. As a reminder, TIBR has 17,250,000 public warrants outstanding (that were issued a part of the IPO units). So this new agreement is reducing that number by only 4,500,000, not 6,000,000. The other 1,500,000 warrants are to be issued and then purchased for $0.75 at closing as part of the Forward Purchase Contract.
Additionally, Tiberius also announced that its sponsor, Lagniappe Ventures LLC, has agreed to forfeit and cancel 180,000 of its shares of common stock (Founder Shares) of Tiberius upon the closing of the IGI Business Combination. TIBR held 4,312,500 Founder shares at IPO, but TIBR also previously agreed to transfer 1,039,200 Founder Shares for an earnout for the sellers. So this new forfeit and cancellation brings TIBR’s Founder Shares total (post-close) to 3,093,300, of which, 1,973,300 are subject to an earn-out as well (based on share price hurdles). Side note: TIBR also previously agreed to transfer all 4,500,000 of it’s private placement warrants to the sellers.
Post this announcement from Tiberius, the share price has moved higher and most importantly, above estimated cash in trust level. TIBR has now set their shareholder vote date to complete their combination on March 13th, with a record date of February 14, 2020, so we’re coming into the home stretch. Plus, keep in mind that this transaction is already fully backstopped, so this should be a fairly straightforward vote without any hiccups. Emphasis on “should” though since we’re still dealing with the Coronavirus and its unclear yet the impact to both insurers and re-insurers.