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Information on AXA XL Legal Entity Consolidation

Introduction

This web page provides background and information about the AXA XL division and the merger of key legal entities.

The mergers of AXA Corporate Solutions Assurance and AXA ART Versicherung AG into XL Insurance Company

As a result of AXA’s acquisition of XL Group Ltd on 12 September 2018, and the establishment of the AXA XL Division, the AXA XL Division now has multiple underwriting platforms available to service its EU business. AXA is therefore undertaking a legal entity consolidation under which the entire businesses of AXA Corporate Solutions Assurance, a société anonyme incorporated in and governed by the laws of France (registered number 399 227 354 RCS Paris), ("ACS") and AXA ART Versicherung AG, a stock corporation (Aktiengesellschaft) incorporated in and governed by the laws of Germany, ("AXA ART") will merge into XL Insurance Company, a Societas Europaea registered in Ireland, ("XLICSE"), including their respective branches (the "AXA XL Legal Entity Consolidation").

Implementation of the AXA XL Legal Entity Consolidation

The AXA XL Legal Entity Consolidation is being carried out in three interdependent phases. These phases are driven by the process for obtaining all relevant regulatory and legal approvals:

  • Phase 1: Transfer of ACS Hong Kong, Singapore and Australia branches to XLICSE Hong Kong, Singapore and Australia branches (the "Asia Pacific Transfers"). The Asia Pacific Transfers were carried out by way of a local law business transfer. The Asia Pacific Transfers became effective on 1 July 2019 in Hong Kong, 1 August 2019 in Singapore and 1 September 2019 in Australia.
  • Phase 2: Transfer of ACS to become a subsidiary of XLICSE. The transfer of ACS to become a subsidiary of XLICSE will be carried out by way of local law business transfer and is expected to become effective on 1 October 2019.
  • Phase 3: European cross-border mergers of the businesses of ACS and AXA ART into XLICSE (the "Mergers"). The Mergers are subject to receipt of relevant regulatory approvals and to the approval of the Irish High Court. It is expected that the Mergers will become effective on 31 December 2019.

UK Transfer

In the event that the UK leaves the EU on 31 October 2019 without a withdrawal agreement, the UK branches of ACS and AXA ART will need to be transferred to the UK Branch of XLICSE by way of a court sanctioned process known as a "Part VII Transfer" (the "UK Transfer"). If the UK Transfer is necessary, it is expected that the UK Transfer will become effective on 31 December 2019.

Further Information

The following link provides further information on the Mergers:

If you have any questions about the AXA XL Legal Entity Consolidation, please contact us by email, post or telephone as follows:
Email: EuropeanMergerEnquiries@axaxl.com
Post: Attn: Rhic Webb, General Counsel - Global Corporate
Legal Department
AXA XL, a division of AXA
6th Floor, 20 Gracechurch Street,
London EC3V 0BG. United Kingdom
Telephone: +44 207 933 7438