De Brauw Blackstone Westbroek has advised ageas N.V. and ageas SA/NV on entering into a cross-border legal merger. As from 7 August 2012 the Belgian company ageas SA/NV, with a permanent establisment in the Netherlands, is the sole parent company of the Ageas group.

All rights and obligations of ageas N.V. were transferred to ageas SA/NV as a result of the merger between those two listed companies. As a consequence of the merger, the group does no longer have a twinned structure with ageas Units (consisting of a share in the share capital of ageas N.V. and ageas SA/NV) listed on NYSE Euronext Amsterdam and Brussels. As per 7 August 2012 ageas SA/NV shares - after a reverse stock split being implemented - are listed only on NYSE Euronext Brussels.

Ageas inherited a bi-national legal and governance structure from its predecessor Fortis which still had several legal and practical implications. Since the restructuring of the former Fortis group during the financial crisis at the end of 2008 and the subsequent sale of the Dutch bank and insurance subsidiaries to the Dutch State and the Belgian banking activities to the Belgian State and BNP Paribas, Ageas focuses on its insurance activities in Belgium, the United Kingdom, Continental Europe and Asia. Consequently, Ageas’s current bi-national structure is no longer aligned with this focus. Not only in terms of cost synergies but also in terms of decreasing management time dedicated to two instead of one holding(s), the merger will address the concerns frequently raised by Ageas’s shareholders.

Team: Martin Van Olffen (lead partner), Deline Kruitbosch, Casper Nagtegaal, Nienke Roetert Steenbruggen, Paul Sleurink, Wiebe Dijkstra, Lotte Boon, Jan Marten van Dijk, Harm- Jan de Kluiver, Margreet Poot, Denise Kromwijk, Pierre Nijnens