Dear Editor,
Thank you for publishing the Montpelier Bridge’s coverage of the pending affiliation between Union Mutual insurance company and the Massachusetts-based Norfolk & Dedham Group of mutual insurance companies.
As the article notes, the proposed transaction is an affiliation, and is not a merger nor an
acquisition; both entities will continue their separate corporate existence post-affiliation. The
material change of the affiliation will be a restructuring of the companies’ boards of directors.
The newly-formed boards of directors for the affiliated entities will be made up of four individuals
who were formerly Union Mutual directors, and eight individuals who were formerly N&D directors. This eight-to-four ratio is the reason that the state of Vermont considers the affiliation to be a “change in control.”
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It is important to note, however, that the affiliation creates an entirely new board, made up of these 12 individuals, where each of the 12 individuals is equally “in control” of (has a vote regarding) all of entities that are part of the affiliation (Union Mutual, Norfolk & Dedham Mutual, Dorchester Mutual and Fitchburg Mutual). The companies’ existing leadership will remain in place, with Lisa Keysar continuing to serve as CEO and president of Union Mutual after the affiliation is finalized, and becoming one of the members of the newly formed boards of directors.
The companies’ goal through the affiliation process is to continue to build upon our business
success for the mutual benefit of our employees, policyholders, agency partners and local
communities. The affiliation will provide opportunities for long-term growth as we combine
financial strength — each of the companies is rated “A (excellent)” by AM Best — and increase geographic spread, operating scale and expertise.
The companies are dedicated to keeping Union Mutual’s physical presence in downtown
Montpelier and continuing to be an inclusive employer, a participant in the local community
and a generous supporter of charitable entities and initiatives.
Sincerely,
Sarah Jarvis
Vice president and general counsel
Union Mutual insurance company
Read the story on VTDigger here: Sarah Jarvis: What comes next for Union Mutual.