Halwell Mutual and Dumfries Mutual are continuing in the approval process towards amalgamation to form Halwell Dumfries Mutual Insurance Company. Since early 2023, the Boards of Directors of Halwell Mutual Insurance Company and Dumfries Mutual Insurance Company have been investigating the advantages to the Companies and their Policyholders of an amalgamation. In considering an amalgamation, each of the Boards, with the assistance of senior management and legal advisors, have conducted the due diligence examinations and reviewed pertinent documents and financial information relating to the other company.
The Boards of both Companies have unanimously concluded that an amalgamation will better the position of the companies for the future in order to continue to provide competitive insurance services and products to their policyholders, with the full advantage of up-to-date technology, in a cost effective and efficient manner, while maintaining the principles of mutual insurance. The Board of Directors of the new entity will have 12 Directors, 6 of whom are the current Directors of Halwell and 6 of whom are the current Directors of Dumfries.
The Financial Services Regulatory Authority of Ontario has considered the amalgamation and the Chief Executive Officer of the Authority has given permission for the Companies to pursue amalgamation and enter into an amalgamation agreement, which was unanimously approved by the Boards of both companies.
Notice of a SPECIAL GENERAL MEETING of the Members
NOTICE is hereby given that a Special General Meeting of the Members of Halwell Mutual Insurance Company (the “Corporation”) will be held on Wednesday, October 11, 2023 at 3:00pm at The Grand Guelph Banquet & Event Centre, 340 Woodlawn Rd W #26, Guelph, ON N1H 7K6, for the following purposes:
1. To seek the approval of the members of the Amalgamation Agreement between the Corporation and Dumfries Mutual Insurance Company which provides for the amalgamation of the two corporations under the name “Halwell Dumfries Mutual Insurance Company” and which Agreement has been unanimously approved by the Directors of the Corporation, with the amalgamation to be effective January 1, 2024.
2. To seek the approval of the members of By-law 1 – 2024, being a general By-law relating to the business and affairs of the Amalgamated Corporation, to be effective January 1, 2024.
Copies of the Amalgamation Agreement and By-law are posted below as a part of a Member’s (policyholder) Information Package including a Business Plan, an Amalgamation Information brochure, Declarations of no distribution by the President of each of the Corporations, and Certificates of the President of each Amalgamating Corporation confirming Director approval of the amalgamation. Copies are also available for review at the Corporation’s offices at 535 Hanlon Creek Blvd., Guelph, ON N1C 0A1, and will be mailed to any policyholder who requests such copies. Copies of all the foregoing will also be available at the meeting.
The proposed amalgamation remains subject to the approval of the Chief Executive Officer of the Financial Services Regulatory Authority of Ontario.
Stephen Graham
Board Chairperson
Halwell Mutual Insurance Company
Thomas Seaman
President & CEO
Halwell Mutual Insurance Company
Proxy voting will be available for the special general meeting. Each member will receive a package by mail including instructions on how to submit the proxy form.
Click on any of the documents linked below for more information:
Do you have any questions?
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