2015 Florida Statutes
Merger and acquisitions.
Merger and acquisitions.
628.715 Merger and acquisitions.—Subject to applicable requirements of this chapter, a mutual insurance holding company may:
(1)(a) Merge or consolidate with, or acquire the assets of, a mutual insurance holding company licensed pursuant to this part or any similar entity organization pursuant to laws of any other state;
(b) Either alone or together with one or more intermediate holding companies, or other subsidiaries, directly or indirectly acquire the stock of a stock insurance company or a mutual insurance company that reorganizes under this part or the law of its state of organization;
(c) Together with one or more of its subsidiaries, acquire the assets of a stock insurance company or a mutual insurance company, or the membership interests of a not-for-profit insurance company or nonprofit health care plan;
(d) Acquire a stock insurance company through the merger of the stock insurance subsidiary with a stock insurance company or interim stock insurance company subsidiary of the mutual insurance holding company, or acquire a not-for-profit insurance company or nonprofit health care plan through the merger of such entities with a mutual insurance company, or with a not-for-profit insurance company subsidiary of the mutual insurance holding company or intermediate holding company;
(e) Acquire the stock or assets of any other person to the same extent as would be permitted for any not-for-profit corporation under chapter 617 or, if the mutual insurance holding company writes insurance, a mutual insurance company;
(f) Jointly, with a domestic or foreign mutual insurance company that redomesticates pursuant to s. 628.520, file an application with the office, pursuant to this part, to merge the domestic or foreign mutual insurance company policyholder’s membership interests into the mutual insurance holding company. The reorganizing mutual insurance company may merge with the mutual insurance holding company’s stock subsidiary or continue its corporate existence as a domestic stock insurance company subsidiary. The members of the foreign mutual insurance company may approve in a contemporaneous vote both the redomestication plan and the agreement for merger and reorganization; or
(g) Merge or consolidate with, or acquire the assets of, a domestic or foreign reciprocal insurance company, a group self-insurance fund, or any other similar entity.
(2) A reorganization pursuant to this section is subject to the applicable procedures prescribed by the laws of this state applying to corporations formed for profit, except as otherwise provided in this subsection.
(a) The plan and agreement for merger shall be submitted to and approved by a majority of the members, policyholders, or subscribers of each domestic mutual insurance holding company, mutual insurance company, stock insurance company, or domestic or foreign reciprocal insurance company, involved in the merger who vote either in person or by proxy thereon at meetings called for the purposes pursuant to such reasonable notice and procedure as has been approved by the office.
(b) No such merger shall be effectuated unless in advance thereof, the plan and agreement therefor have been filed with the office and approved by it after a public hearing, which shall be held within 90 days after receipt by the office of such plan and agreement. The office may retain outside consultants to evaluate the merger. The domestic mutual insurance holding company shall pay reasonable costs associated with retaining such consultants. Such payments shall be made directly to the consultant. The office shall give such approval unless it finds such plan or agreement:
1. Is inequitable to the policyholders of any domestic insurer involved in the merger or the members of any domestic mutual insurance holding company involved in the merger; or
2. Would substantially reduce the security of and service to be rendered to policyholders of a domestic insurer in this state.
(c) All of the initial shares of the capital stock of the reorganized subsidiary insurance company shall be issued either to the mutual insurance holding company, or to an intermediate holding company which is wholly owned by the mutual insurance holding company. The membership interests of the policyholders of the reorganized insurance company shall become membership interests in the mutual insurance holding company. Policyholders of the reorganized insurance company shall be members of the mutual insurance holding company in accordance with the articles of incorporation and bylaws of the mutual insurance holding company. The mutual insurance holding company shall at all times own a majority of the voting shares of the capital stock of the reorganized subsidiary insurance company.
(d) For property and casualty insurers, the rights of the members of the merging entities under s. 628.729, for a period of 3 years after the merger, shall be the proportionate share of the total surplus of the merging entities as determined by the percentage of the surplus contributed by each of the merging entities to the total surplus of the surviving entity on the date of the merger.
History.—s. 1, ch. 97-216; s. 1, ch. 2000-273; s. 1301, ch. 2003-261; s. 7, ch. 2013-125.