Cross-border Merger of ERGO Kindlustuse Aktsiaselts, „ERGO Latvija” Apdrošināšanas akciju sabiedrība and Akcinė draudimo bendrovė “ERGO Lietuva”
November 30, 2012
1. Permit for the cross-border merger
On 27 November 2012 the Financial Supervision Authority of the Republic of Estonia issued the permit for the cross-border merger of ERGO’s Baltic non-life insurance companies ERGO Kindlustuse Aktsiaselts (ERGO EST; a public limited company that is registered in the register department of the Estonian Harju County court, register code: 10017013, location: A. H. Tammsaare tee 47, 11316 Tallinn, Republic of Estonia), “ERGO Latvija” Apdrošināšanas akciju sabiedrība (ERGO LV; a public limited company that is registered in the Latvian Commercial Register, register code: 40003131253, location: Skanstes iela 50, Riga LV-1013, Republic of Latvia) and Akcinė draudimo bendrovė “ERGO Lietuva” (ERGO LT; a public limited company that is registered in the Lithuanian Republic Register of Legal Persons, register code: 110012799, location: Geležinio Vilko g. 6A, Vilnius, Republic of Lithuania).
ERGO LV and ERGO LT will be merged into ERGO EST which after the merger will become an European Company (SE) with the business name of ERGO Insurance SE and continues insurance activities in all three Baltic States.
The balance sheet date of the merger (i.e. the date from which the transactions of the acquired companies are deemed to be made on account of the acquiring company; hereinafter Merger Date) is the date when the merger is entered into the Estonian Commercial Register. ERGO aims to register the merger in the Estonian Commercial Register in the beginning of January 2013.
ERGO LV and ERGO LT will cease to exist without liquidation proceedings. Starting from the Merger Date, ERGO Insurance SE will operate in the Republic of Latvia through its Latvian branch (commercial register code: 40103599913) and in the Republic of Lithuania through its Lithuanian branch (commercial register code: 302912288). All the assets, rights and obligations, including insurance portfolios of ERGO LV and ERGO LT and the obligation to complete the non-life insurance and reinsurance contracts currently being executed by the ERGO LV and ERGO LT will be transferred to ERGO Insurance SE from the Merger Date.
The merger will not cause any changes in ERGO’s everyday business activities (save that it will be carried out by ERGO Insurance SE) and relationships with clients and cooperation partners. All the existing agreements and contacts remain the same. The merger does not affect the merging companies’ current insurance contracts (including insurance cover and terms and conditions) or the rights of policy holders, insured persons or beneficiaries.
If you have any questions regarding the merger, please contact ERGO Kindlustuse AS (Mr Ivo Viires, phone: +372 6 106 514; e-mail: firstname.lastname@example.org).
2. Ttransfer of insurance portfolio of ERGO LV
In accordance with Section 68 part two of the Latvian Law On Insurance Companies and Supervision and Section 92 of the Estonian Insurance Activities Act ERGO LV hereby also notify that on 16 November 2012 Latvian Financial and Capital Market Commission issued a permit to transfer the insurance portfolio of ERGO LV to ERGO EST. The insurance portfolio transfer will come into effect on the Merger Date.
Policyholders of ERGO LV having a valid insurance contract with an insured risk located in Estonia may terminate the insurance agreement concluded with ERGO LV by submitting respective termination notice to ERGO LV by 4 January 2013 the latest. Termination notice should be sent to email@example.com. Upon expiration of the termination term stated above, it is deemed that the policyholder consents with the transfer of rights and obligations deriving from the insurance agreement.
The insured risk is located in Estonia if:
1) the object of insurance is an immovable, construction works or construction works and its furnishing and equipment situated in Estonia, or
2) an insured land vehicle is registered in an Estonian register and has a corresponding Estonian licence plate, or
3) an insurance contract covering risks related to travel services for a duration up to four months has been entered into in Estonia, or
4) the policyholder who is a natural person has his or her habitual residence in Estonia, or
5) the policyholder who is a legal person has residence in Estonia that is related to the insurance contract.
Please contact ERGO LV if you have any questions regarding the transfer of the insurance portfolio of ERGO LV or possible termination of your insurance contract by writing to “ERGO Latvija” AAS (Skanstes iela 50, Riga, LV-1013, Latvia), by email to firstname.lastname@example.org or by telephone on +371 67081861.
Notification regarding transfer of the insurance portfolio of ERGO LT was published on 26 June 2012 in Eesti Päevaleht.