On August 23, 2018, the Superintendent of the New York State Department of Financial Services (the “Superintendent”) held a public hearing on the Plan of Conversion (the “Plan”) adopted by the Board of Directors of MLMIC on May 31, 2018, and revised on June 15, 2018. The Plan provides for the conversion of MLMIC from a property and casualty mutual insurance company to a property and casualty stock insurance company and includes an amended and restated charter of MLMIC. Following the public hearing, on September 6, 2018, the Superintendent issued a decision approving the Plan, the acquisition of control of MLMIC by National Indemnity Company (“NICO”) and the amended and restated charter of MLMIC (“Amended and Restated Charter”).
On September 14, 2018, MLMIC held a special meeting (“Special Meeting”) of policyholders of MLMIC with policies in effect on July 14, 2016 (“Record Date Policyholders”) to consider the Plan and the Amended and Restated Charter. At the Special Meeting, the Record Date Policyholders voted, either by proxy or in person, on the Plan and the Amended and Restated Charter. In total, 95% (6,635 out of 6,979) of the votes were in favor of approval of the Plan and Amended and Restated Charter. As a result, the Plan and Amended and Restated Charter were approved by the Record Date Policyholders by a vote of at least two-thirds of the votes cast in accordance with Section 7307 of the New York Insurance Law.
As outlined in the Plan, although the Plan has been approved by the Board of Directors of MLMIC, Record Date Policyholders and the Superintendent, the Plan will only become effective upon the closing of the purchase of MLMIC by NICO pursuant to the Amended and Restated Acquisition Agreement by and between MLMIC and NICO, dated February 23, 2018. MLMIC and NICO are now proceeding to finalize the closing arrangements and mutually intend to close on or about October 1, 2018.