Proposed cross-border merger of RiverStone Insurance (Malta) Ltd into RiverStone International Ireland DAC

A cross-border merger by acquisition is proposed whereby RiverStone Insurance (Malta) Ltd (“RML“), formerly Argo Global (Malta) SE, an insurance undertaking incorporated under Maltese law, will merge into its fellow RiverStone Group member, RiverStone International Ireland DAC (“RIIDAC” and, together with RML, the “Merging Companies“), an insurance undertaking incorporated under Irish law (the “Merger” or the “Transaction“).

In connection with the Merger, RML is currently undergoing a corporate restructuring such that, at the time of the Merger, the Merging Companies will have the same sole shareholder, RiverStone International Limited (“RIL”). As the Merging Companies will have the same sole shareholder, it is proposed that the Merger will be carried out through the Irish and Maltese “simplified formalities”, pursuant to Regulation 27 of the Companies Act (CAP. 386) Cross-border Mergers of Limited Liability Companies Regulations, 2023 (“Maltese Mobility Regs“), and Regulation 47 of Ireland’s European Union (Cross-Border Conversions, Mergers and Divisions) Regulations 2023 (as amended) (“Irish Mobility Regs”).

Court Approval and Effective Date

The Merger remains subject to the receipt of all necessary regulatory approvals, pre-merger certifications, and approvals by the High Courts of Ireland (“Higher Court”) before it can proceed. The hearing at which the High Court will consider and, if thought fit, approve the Merger, is expected to take place in October 2026 (dates to be confirmed).

If the Merger is approved by the High Court, it is proposed that it will become effective at 23:59 hrs (Irish Time) on 30^th November 2026.

The anticipated timetable remains subject to regulatory approvals, court approval and applicable registration requirements.

Policyholder information

The Merger will not affect the terms and conditions of existing policies, coverage provided under these policies or existing claims handling arrangements.  Upon the Merger becoming effective, RIIDAC will succeed to the rights and obligations of RML by operation of Law.

This page will be updated periodically as the merger progresses and material developments occur.

Should you have any questions or concerns about the Merger, or require more information, please contact us at (eu.merger@riverstone.international).