Authorization for the Merger of Chubb de Mexico and Aba Seguros into ACE Seguros

DOF: 19/01/2018

OFFICE LETTER authorizing the merger of Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., into ACE Seguros, S.A., with the latter surviving.

At the margin, a seal with the National Coat of Arms, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Commission of Insurance and Sureties.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-directorate for Advisory.- File:
C00.411.13.7.1-S0039 " 17 ".- Office No. 06-C00-41100/60261.

SUBJECT:

Authorization is granted for the merger of Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., into ACE Seguros, S.A., with the latter surviving.

ACE SEGUROS, S.A.

ABA SEGUROS, S.A. DE C.V.

CHUBB DE MEXICO, INSURANCE COMPANY, S.A. DE C.V.

Common Address

Paseo de los Tamarindos No. 150, Ground Floor
Col. Bosques de las Lomas
Cuajimalpa
05120, Mexico City

Attention:
Lic. Juan Pablo Téllez González
Legal Representative

This National Commission of Insurance and Sureties, pursuant to articles 67, 271, 369, section V, and 372, section XLI, of the Law of Insurance and Surety Institutions, in the Eighth Transitory Provision of the same Law; as well as in articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties, issues the Resolutions indicated below, in view of the following Background and Considerations:

BACKGROUND

I.

ACE Seguros, S.A., was authorized by the Ministry of Finance and Public Credit to function and operate as an insurance institution, through Office Letter 102-E-366-DGSV-I-B-a-4868 of November 14,
1990. The aforementioned authorization was last modified by the aforementioned
Dependency through Office Letter 366-III-0066/14 of January 21, 2014, highlighting that this subsidiary institution is authorized to conduct life, accident, and illness insurance operations, in the lines of personal accident and medical expenses; property damage, in the lines of civil liability and professional risks, maritime and transport, fire, agricultural and animal, automobiles, credit in reinsurance, miscellaneous, as well as earthquake and other catastrophic risks.

II.

ABA Seguros, S.A. de C.V., was authorized by the aforementioned Ministry to function and operate as an insurance institution, through Office Letter 102-E-366-DGSV-I-B-a-712 of January 31, 1991. Its authorization was last modified by the aforementioned Dependency through Office Letter 366-III-410/13 of July 10, 2013. This subsidiary institution is authorized to conduct property damage insurance operations, in the lines of civil liability and professional risks, maritime and transport, fire, automobiles, and miscellaneous.

III.

Chubb de Mexico, Insurance Company, S.A. de C.V., was authorized by the aforementioned Dependency to function and operate as an insurance institution, through Office Letter 102-E-366- DGSV-I-B-a-2142 of June 4, 1991. The aforementioned authorization was last modified by the aforementioned Dependency through Office Letter 366-IV-3954 of December 12, 2001, highlighting that this subsidiary institution is authorized to conduct life insurance operations; accident and illness, in the lines of personal accident and medical expenses; property damage, in the lines of civil liability and professional risks, maritime and transport, fire, automobiles, credit in reinsurance, miscellaneous, as well as earthquake and other catastrophic risks.

IV.

Through a written submission dated May 2, 2017, Lic. Juan Pablo Téllez González, in his capacity as legal representative of ACE Seguros, S.A., ABA Seguros, S.A. de C.V., and Chubb de Mexico, Insurance Company, S.A. de C.V., requested authorization from this Decentralized Body to carry out the merger of the institutions Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., as merged into ACE Seguros, S.A., with the latter surviving as the merging entity, as well as the corresponding comprehensive reform of the bylaws of the merging entity and the change of its social denomination to "Chubb Seguros Mexico, S.A."

V.

Likewise, through written submissions dated May 19 and 30, June 19 and 22, September 6 and 12, 2017, the aforementioned institutions sent various documentation and complementary information to the request in question; highlighting that through the last written submission they sent the public deed number 35,945 of September 8, 2017, granted before the notary of Lic. Luis Eduardo Paredes Sánchez, holder of Public Notary No. 180 of this Mexico City, where the unanimous resolutions of shareholders held respectively on September 8, 2017, by ACE Seguros, S.A., ABA Seguros, S.A. de C.V., and Chubb de Mexico, Insurance Company, S.A. de C.V., are protocolized, in which, unanimously, such societies approved the merger of Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., as merged into ACE Seguros, S.A., from which the latter society will be the surviving one; as well as the merger agreement signed on September 8, 2017, between said societies, from which it is derived that as a result of the merger ACE Seguros, S.A., as the merging entity, will be the surviving one, with ABA Seguros, S.A. de C.V., and Chubb de Mexico, Insurance Company, S.A. de C.V., as merged entities, disappearing.

VI.

Through Office Letter 06-C00-41100/60244 of October 25, 2017, this Commission notified Chubb de Mexico, Insurance Company, S.A. de C.V., ABA Seguros, S.A. de C.V., and ACE Seguros, S.A., that the Board of Directors of this Commission, in its Session 197 of October 24, 2017, taking into consideration the favorable opinion issued by the Authorizations Committee of the same Commission, agreed to grant the authorization requested by the aforementioned institutions regarding the aforementioned merger; and indicated the timeframes applicable for compliance with the Resolutions of this Office Letter.

CONSIDERATIONS

I.

That in accordance with the provisions of article 271 of the Law of Insurance and Surety Institutions, for the merger of two or more institutions, the compatibility of their operations and lines must be observed as provided by the aforementioned Law, requiring prior authorization from this Commission, with the agreement of its Board of Directors, prior opinion of the Federal Economic Competition Commission.

II.

That once the documentation and information sent was reviewed, it was determined that ACE Seguros, S.A., ABA Seguros, S.A. de C.V., and Chubb de Mexico, Insurance Company, S.A. de C.V., met the requirements established in article 271 of the Law of Insurance and Surety Institutions, to carry out the requested merger.

III.

That the Board of Directors of this Commission in its Session 197 of October 24, 2017, agreed to grant the authorization requested to carry out the merger of the aforementioned institutions.

In view of the foregoing, this Commission issues the following:

RESOLUTIONS

FIRST.- The merger of the insurance institutions Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., as merged into ACE Seguros, S.A., as the merging entity, is authorized, from which the latter society will be the surviving one, in accordance with what is established in article 271 of the Law of Insurance and Surety Institutions.

This is understood to mean that the merger in no way modifies the terms and conditions in effect agreed upon in the corresponding insurance contracts. In any case, for their modification it will be necessary the manifestation of the will of the interested parties in this regard.

SECOND.- Based on article 271, section IV, third paragraph, of the Law of Insurance and Surety Institutions, the merger in question will take effect against third parties when this Office Letter of authorization and the public instrument in which the merger agreements are recorded have been registered in the Public Commerce Registry; this is understood to mean that this Commission is not competent to rule on the effects of said merger between the parties nor in tax matters.

THIRD.- ACE Seguros, S.A., must register in the corresponding Public Commerce Registry this authorization of merger, as well as the unanimous resolutions of the societies participating in the merger and the respective merger agreement; and once said registration is carried out, the merger agreements adopted unanimously by the shareholders must be published, at their expense, in the Official Gazette of the Federation and in two widely circulated newspapers in the area where the aforementioned societies have their address. This is in accordance with what is established in sections IV and V, of article 271 of the Law of Insurance and Surety Institutions.

This authorization renders void the authorizations granted by the Ministry of Finance and Public Credit to Chubb de Mexico, Insurance Company, S.A. de C.V., and Aba Seguros, S.A. de C.V., to organize and operate as insurance institutions, without this requiring the issuance of an express declaration by said Ministry nor by this Commission, this in accordance with what is established in
article 271, section VI, of the Law of Insurance and Surety Institutions, in relation to the
Eighth Transitory Provision of the same Law.

These resolutions are issued based on the information provided by the applicants contained in the written submissions sent and are limited exclusively to the granting of authorization for the merger of the aforementioned institutions, in the terms previously stated which, in accordance with the applicable provisions, fall within the competence of the Board of Directors of this Commission, and do not prejudge any act that the applicant societies carry out that implies prior authorization or approval from other financial, administrative, tax, or any other authorities, in terms of the current regulations, nor does it validate the legality or validity of the same in case such authorizations or approvals are not obtained.

This is based on articles 67, 271, 369, section V, and 372, section XLI, of the Law of Insurance and Surety Institutions, in the Eighth Transitory Provision of the same Law; as well as in the articles 6 and 9 of the Internal Regulations of the National Commission of Insurance and Sureties.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, October 25, 2017. - The President of the National Commission of Insurance and Sureties, Norma Alicia Rosas Rodríguez.- Signature.

(R.- 461377)

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