IGI SPAC Presentation Deck slide image

IGI SPAC Presentation Deck

Transaction Creates a ~$550mm(1) Publicly-Listed Specialty (Re)Insurer Transaction Cash Consideration Stock Consideration Lockup Provision Minimum Cash Condition to Sign Key Closing Conditions Board Management I ■ ■ ■ ■ ■ ■ - ■ ■ ■ ■ ■ ■ ■ ■ Tiberius Acquisition Corporation ("Tiberius") is a Nasdaq-listed special purpose acquisition company A newly formed Bermuda holding company ("PubCo") will acquire Tiberius through a subsidiary merger, with Tiberius security holders receiving equivalent securities of PubCo PubCo will acquire International General Insurance Holdings Ltd. ("IGI") through a share exchange for a total purchase price equal to 1.22x IGI's month-end book value immediately prior to closing in cash & stock(2) Estimated purchase price of $376mm for 100% of IGI based on 6/30/2019 book value of $309mm Pro forma company expected to be eligible for Russell 2000 index PubCo to pay $80mm of aggregate cash consideration to IGI shareholders for a portion of their shares Each share of stock sold for cash is valued at 2.00x IGI's month-end book value per share immediately prior to closing (2) Stock consideration for remainder of purchase price, which based on current estimates is expected to equal $296mm (PubCo stock valued at the redemption price, which is currently expected to be approximately $10.45) Tiberius Sponsor, Wasef Jabsheh and other significant minority shareholders subject to customary lockups Minimum cash condition of $100mm which is already met in commitments $100mm fully committed from existing forward purchase commitments, current Tiberius investors who have waived their right to redeem, backstops from Sponsor, and new PIPE investors (Weiss Multi-Strategy Advisers LLC and Interval Partners, LP) Receipt of required regulatory approvals SEC approval of registration statement / proxy statement Tiberius shareholder approval Nasdaq listing approval Minimum cash condition of $100mm 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) Executive management commitment to long-term employment contracts Governed by public company standards and compensation committee (1) Assumes no redemptions by Tiberius shareholders and an acquisition price of $376mm assuming 6/30/2019 book value of $309mm (after adding back IGI transaction expenses) and acquisition P/B multiple of 1.22x. (2) Book value adjusted by adding back IGI transaction expenses. International General Insurance Holdings Limited 27
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