News and Investors
Division of Insurance Annual Statement
The Commerce Group, Inc./Mapfre S.A.
Merger Consideration Exchange
Frequently Asked Questions
Following are answers to questions commonly asked by shareholders when exchanging their shares for cash following a merger.
If you do not find the answer to your question within this FAQ,
please contact Citibank, N.A. (“Citibank”) at (866) 500-9111
Please do not contact: The Commerce Group, Inc. (“Commerce”) or Mapfre S.A. (“Mapfre”)
What will I receive for my shares of Commerce as a result of the merger?
As a result of the merger with Mapfre, each shareholder is entitled to receive $36.70 in cash, without interest, for each share held immediately prior to the merger (the “Merger Consideration”).
Is the exchange of shares of Commerce for cash mandatory?
Yes. The merger has been completed and your shares of Commerce have been converted into the right to receive the Merger Consideration.
What will happen if I do not return my Commerce stock certificates?
You will not receive the Merger Consideration until your Commerce stock certificates and properly completed and signed Letter of Transmittal have been delivered to Citibank. If you do not return your Commerce stock certificates or otherwise complete the exchange, your unexchanged shares may eventually be subject to applicable state abandoned property, escheat or similar laws.
How should I return my Commerce stock certificates?
If you hold Commerce stock certificates you should deliver the completed and signed Letter of Transmittal and Form W-9, along with your Commerce stock certificates to our paying agent, Citibank at the address provided in the Letter of Transmittal. Do not send your Commerce stock certificates to Commerce or Mapfre.
We recommend that you use registered mail, properly insured, with return receipt requested if you choose to send these items via U.S. Mail rather than other delivery services.
What should I do if my address has changed?
Please make any address changes directly on the second page of your Letter of Transmittal.
What if I hold my Commerce stock certificates through a brokerage account? Is there anything I need to do?
No. If your shares are held in a brokerage account, your broker should exchange these shares for you so that the Merger Consideration will automatically be deposited into your brokerage account. Please contact your broker if you have any questions.
What will happen to my shares of Commerce that are held electronically in book-entry form? Is there anything I need to do?
No. If your shares are held in book-entry form in the Direct Registration System (“DRS”), your DRS shares will be automatically converted into the Merger Consideration, which will be sent to you by the Paying Agent with no further action on your part.
What will happen to my shares of Commerce that are held in the Commerce Employee Stock Ownership Plan (the “ESOP”)?
If you hold shares solely through the ESOP there are no certificates to exchange, and your shares will be automatically converted into the Merger Consideration. For more information regarding the options available to you as a participant of the ESOP, please consult the Commerce intranet at cginet.
What should I do if my Commerce stock certificates were lost, stolen or destroyed?
If your Commerce stock certificates have been lost, stolen or destroyed, please complete the Affidavit of Lost, Stolen or Destroyed Certificate(s) on the back of the letter attached to the Letter of Transmittal. You will also be required to pay an indemnity bond premium fee of $1.10 per share, which is equal to 3% of the Merger Consideration per share to which you are entitled. Upon the delivery of the Affidavit of Lost, Stolen or Destroyed Certificate(s) and the indemnity bond premium fee to Citibank, Mapfre will cause Citibank to issue the Merger Consideration to which you are entitled despite your inability to surrender your Commerce stock certificates.
Will the merger be taxable to me?
Yes. The receipt of cash for shares of Commerce pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes and may also be taxable under applicable state, local, foreign and other tax laws. You should be aware that the tax consequences of the merger may depend upon your own situation and therefore you should consult with your own tax advisor for a full understanding of the tax consequences to you of the merger.
What should I do with the Form W-9 included with my Letter of Transmittal?
If you hold any of your commerce shares in certificated form, you should return your completed Form W-9 together with the Letter of Transmittal to the address provided in the Letter of Transmittal.
How do I find my Tax Identification Number?
If you are an individual, your tax identification number is your Social Security Number. If you are a corporation or other form of entity, your tax identification number is your Employer Identification Number.
When should I expect to receive my Merger Consideration?
For certificated shares, it will take approximately a week from the date Citibank receives your properly completed Letter of Transmittal, Form W-9 and Commerce stock certificates for Citibank to complete the exchange of your shares and send to you a check for your Merger Consideration. For uncertificated shares held in book entry form, it will take approximately five to seven business days as from the Effective Time for Citibank to complete the exchange of your shares. For shares held through a brokerage account, please contact your broker.
Who should I call if I have any questions?
Please contact Citibank at 1-866-500-9111 with any questions you may have regarding the exchange of your stock certificates for the Merger Consideration.