_____________________________________________
Name of Applicant
_____________________________________________
Name of Domestic Insurer ("Subject Insurer")
Involved in Merger or Acquisition
Filed with the Bureau of Insurance of the State of Maine
Dated: ________________________, 20___
Name, Title, Address, and Telephone Number of Individual to Whom Notices and Correspondence Concerning This Statement Should Be Addressed:
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
__________________________________________________________________________________________
ITEM 1.NAME AND ADDRESS OF SUBJECT INSURER AND AFFILIATED INSURERSState the names and addresses of the applicant(s) and all insurers affiliated with the applicant(s).
ITEM 2.NAME AND ADDRESS OF APPLICANT AND AFFILIATED INSURERSState the names and addresses of the subject insurer(s) and all insurers affiliated with the subject insurer(s). Please note that this form is not required for internal reorganizations within the same holding company system. If any insurer named here was also named in Item 1, please explain why the proposed transaction is not an internal reorganization.
ITEM 3.NATURE AND PURPOSE OF THE PROPOSED MERGER OR ACQUISITIONState the nature and purpose of the proposed merger or acquisition.
ITEM 4.NATURE OF BUSINESSState the nature of the business performed by each of the insurers identified in response to Item 1 and Item 2.
ITEM 5.MARKET AND MARKET SHARE(a) For each line of business, as contained in the annual statement required to be filed by insurers licensed to do business in this State, specify the market share the insurers identified in Item 1 and Item 2 currently collectively enjoy in this State, as a percentage of direct written premium, calculated no less precisely than the nearest percentage point.(b) If any insurer named in Item 1 or 2 participates in the insurance market in this State through one or more fronting arrangements with insurers not named in Item 1 or 2, is there any line of business for which the direct premium for such assumed business exceeds 1% of direct written premium in this State and, when combined with the collective market shares of the insurers named in Items 1 and 2, equals or exceeds 5% of direct written premium in this State? For purposes of this question, "fronting arrangements" include any reinsurance or retrocession under which the insurer has assumed 50% or more of the risk or under which the insurer or its agents have taken on substantial responsibility for sales, marketing, underwriting, or claims handling for the direct business.(c) If any insurer named in Item 1 or 2 or any of its noninsurance affiliates acts as a managing general agent or otherwise materially participate in the placement of insurance business with one or more insurers not named in Item 1 or 2, is there any line of business for which such placements in the aggregate exceed 1% of direct written premium in this State and, when combined with the collective market shares of the insurers named in Items 1 and 2, including any fronted premium disclosed in Subitem (d), exceeds 5% of direct written premium in this State(d) For each line of business where the collective market share of the insurers identified in Item 1 and Item 2 equals or exceeds 5%, including where applicable any fronted or placed business identified in Subitems (b) and (c), provide historical market and market share data for each of those insurers for the past five years and identify the source(s) of the data.(e) If instructed by the Superintendent or if the applicant considers it relevant: (1) Include an opinion of an economist as to the competitive impact of the acquisition in this State, accompanied by a summary of the economist's education and experience indicating his or her ability to render an informed opinion.(2) Provide information on significant markets with scope that is different from the statewide market for a particular line of business. Scope refers to both geography and product, and different may mean larger, smaller, or overlapping.(3) Evaluate market power based on a relevant standard other than percentage share of direct written premium.(f) Provide a determination as to whether the proposed acquisition or merger, if consummated, would trigger a presumption of adverse competitive impact under any of the tests below, and if so, provide justification demonstrating that the acquisition or merger would not substantially lessen competition or create a monopoly in this State in any of the affected lines of business, or if applicable any other relevant market identified in accordance with Subitem (e). For purposes of these tests, market share includes where applicable any fronted or placed business identified in Subitems (b) and (c). For each line of business, the "Primary Group" means the insurers listed in Item 1 or the insurers listed in Item 2, whichever group has the larger market share for that line. If there are any insurers in both groups, they should be allocated to the Secondary Group. Any justification submitted must address whether the acquisition will yield substantial economies of scale or economies in resource utilization that cannot be feasibly achieved in any other way; whether the public benefits which would arise from such economies exceed the public benefits which would arise from not lessening competition; whether the acquisition will substantially increase the availability of insurance; and whether the public benefits of such increased availability exceed the public benefits which would arise from not lessening competition. Relevant factors the justification should consider include, but are not limited to, market shares, volatility of ranking of market leaders, number of competitors, concentration, trend of concentration in the industry, and ease of entry and exit into the market. A presumption of adverse competitive impact exists in any market described by one or more of the standards below:(1) The market is highly concentrated, meaning that the four largest insurance groups have a combined market share of 75% or more, and the Primary and Secondary Groups have the following market shares: Primary | Secondary |
4% or more | 4% or more |
7% or more | 3% or more |
10% or more | 2% or more |
15% or more | 1% or more |
(2) The market is not highly concentrated, and the Primary and Secondary Groups have the following market shares: Primary | Secondary |
5% or more | 5% or more |
10% or more | 4% or more |
15% or more | 3% or more |
17% or more | 2% or more |
19% or more | 1% or more |
(3) The transaction might contribute to a significant trend toward increased concentration in the market, meaning that the Primary Group is one of the N largest insurance groups in the market, where N is less than or equal to 8, and the aggregate market share of the N largest insurance groups has increased by 7 percentage points or more, relative to some base year 5 to 10 years before the year used to calculate current market shares, and the Secondary Group's current market share is at least 2%.(4) The Superintendent has advised the applicant that there may be substantial evidence warranting concern that the proposed acquisition or merger could result in adverse competitive impact in the market.ITEM 6.SIGNATURE AND CERTIFICATIONSignature and certification required as follows:
SIGNATURE:
Pursuant to the requirements of 24-A M.R.S.A. § 222 and Bureau of Insurance Rule 180, ______________________________ has caused this application to be duly signed on its behalf in the City of_________________ and State of ____________________ on the ____________ day of ___________________, 20___.
(SEAL) _________________________________________
Name of Applicant
BY ____________________________________________
(Name) (Title)
ATTEST:
_________________________________
(Signature of Officer)
_________________________________
(Title)
CERTIFICATION:
The undersigned deposes and says that (s)he has duly executed the attached application dated ___________________, 20___, for and on behalf of _____________________________ (Name of Applicant); that (s)he is the _____________________ (Title of Officer) of the Applicant; and that (s)he is authorized to execute and file this instrument.
Deponent further says that (s)he is familiar with this instrument and the contents hereof, and that the facts herein set forth are true to the best of his/her knowledge, information, and belief.
________________________________________________
Signature
________________________________________________
(Type or Print Name)
C.M.R. 02, 031, ch. 180, form 031-180-E