Planned Merger of Pohjantähti and Pohjola Insurance to Create Insurance Jobs in Hämeenlinna
(Thomson Reuters ONE) -
Press Release, 29 September 2010
Pohjantähti Mutual Insurance Company and Pohjola Insurance Ltd will merge in
April 2011, provided their respective extraordinary general meetings adopt the
Boards' joint merger plan. The extraordinary general meetings will be held on or
around 8 December 2010. The Board of Directors of both companies believes the
move is in the interests of both Pohjantähti's customers and personnel. If the
merger goes ahead, insurance jobs would be created in Hämeenlinna.
If the merger plan is adopted, Pohjantähti's insurance portfolio and agreements
as such will transfer to Pohjola, with Pohjantähti's customers becoming those of
Pohjola Insurance. Pohjantähti's policyholders, that is, owner-members, will
receive a merger consideration in cash. The consideration offered to Pohjantähti
customers is a total of EUR 80 million, which is divided between the
policyholders and Ilmarinen, the holder of the guarantee capital.
According to the plan, Pohjantähti customers may retain their old insurance
terms and conditions for a transition period of two years, and after that
Pohjantähti insurance policies will be changed to equivalent Pohjola policies
with equally good terms.
"Our customers will benefit in the form of a cash payment and by receiving a
wider range of services. Our customers' insurance cover will not be affected by
the merger," says Mr Jaakko Tuomikoski, Chairman of the Board of Directors at
Pohjantähti.
Moreover, the merger will create new insurance jobs in Hämeenlinna. Pohjola will
provide work for all of Pohjantähti's current employees and insurance
intermediaries. In addition to the current staff, Pohjola will hire at least
another 50 people for the new service centre that will be established in
Hämeenlinna.
"The strong growth in the number of Pohjola Insurance customers has created a
need to hire more staff especially in customer service. Together we can respond
better to future challenges, says Mikael Silvennoinen, President and CEO of
Pohjola.
Pohjola Insurance approached Pohjantähti's Board of Directors with a merger bid
in February 2010. Pohjantähti's Board studied the bid carefully with a financial
advisor and is now putting forward a joint merger plan to an extraordinary
general meeting. At the meeting, a decision will be made by Pohjantähti's
shareholders, that is, the policyholders, and Ilmarinen, the holder of the
guarantee capital. According to the merger plan, Pohjantähti would merge into
Pohjola Insurance. The extraordinary general meeting can only either accept or
reject the merger plan, but not change it.
The plan will go ahead if at least two-thirds of the votes are in favour of it.
The meeting will be held on or around 8 December 2010. The merger also requires
approval by the authorities.
"The Board considers, backed by assessments made by outside experts, that the
merger bid is financially sound and in the interests of Pohjantähti customers.
Pohjantähti just enjoyed its best year ever, which is reflected in the amount of
the merger consideration offered. The merger will create an entity that is
bigger and better positioned to arise to future challenges and to fulfil the
requirements of increasingly stringent regulation in the insurance sector," says
Mr Tuomikoski.
If the plan is accepted, policyholders entitled to a merger consideration will
receive a total of EUR 71.5 million in proportion to the combined
direct-insurance premiums they paid during 2005-2009. Those customers will be
entitled to the merger consideration who had taken out insurance with the
company no later than in 2009, who will hold a Pohjantähti policy on the date of
the extraordinary general meeting discussing the merger and who on the date of
the merger execution registration are still shareholders of the company, as
defined under Article 8 of the Pohjantähti Articles of Association. The merger
consideration is considered as taxable unearned income. Any tax relief will be
found out later.
"Ilmarinen takes a positive stand to the plan. Ilmarinen is a pension insurance
company that mainly lets its partners Pohjola and Pohjantähti take care of
customer service. Thanks to the arrangement, all of this would be done through a
single partner, Pohjola, "says Timo Aro, Senior Vice President, Customer
Accounts.
Pohjantähti will arrange a briefing on the matter today on Wednesday, 29
September 2010 in Hämeenlinna at Sokos Hotel Vaakuna Hämeenlinna, address
Possentie 7.
For more information, please contact:
Mikael Silvennoinen, President and CEO, Pohjola Bank plc, tel. +358 (0)10
252 2549 (call request)
Jouko Pölönen, CFO, Pohjola Banc plc, tel. +358 (0)10 252 3405
Jaakko Tuomikoski, Chairman of the Board of Directors, Pohjantähti, tel. +358
(0)20 284 3447 (call request)
Petri Suni, Managing Director, Pohjantähti, tel. +358 (0)20 763 4069 (call
request)
Pohjantähti Mutual Insurance Company in Brief
Pohjantähti Mutual Insurance Company was founded in 1895 and owned by its
customers. It offers insurance services to households, the agricultural sector
and businesses. The company has 33 service branch offices and 11 service and
sales outlets around Finland. In 2009 Pohjantähti's premium income totalled some
EUR 80 million, and the company employed a staff of 316. www.pohjantahti.fi
Pohjola and Pohjola Insurance Ltd in Brief
Pohjola is a Finnish financial services group which provides its corporate and
institutional customers with a diverse range of banking, non-life insurance and
asset management services and private individuals with an extensive range of
non-life insurance and private banking services.
Pohjola is Finland's leading non-life insurer. The Group's non-life insurance
service providers comprise Pohjola Insurance Ltd as a non-life insurer,
A-Insurance Ltd focusing on insurance for commercial transport, Eurooppalainen
Insurance Company Ltd specialising in travel insurance and the Seesam companies
in the Baltic States. Pohjola Bank plc (Pohjola) is part of OP-Pohjola Group,
the leading financial services group in Finland. OP-Pohjola Group consists of
over 200 member cooperative banks and the Group's central institution,
OP-Pohjola Group Central Cooperative, with its subsidiaries and closely-related
companies, the largest of which is Pohjola.
[HUG#1447545]
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Source: Pohjola Pankki Oyj via Thomson Reuters ONE
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Datum: 29.09.2010 - 07:31 Uhr
Sprache: Deutsch
News-ID 43177
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