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Spanish insurer MAPFRE buys Commerce Group

October 2007

Spain's largest insurer, Mapfre S.A., buys the Massachusetts-based personal lines insurer The Commerce Group, Inc. for $2.21 billion in cash in a bold move to expand its presence in the U.S. market.

Mapfre, which has more than 250 companies and principally operates in Spain, Europe and Latin America, acquired 100 percent of the share capital of the insurer in the largest investment in its history. Mapfre said it will pay the consideration entirely in cash, which it plans to finance through an equity capital raising, the issuance of bonds and internal resources.

The planned transaction adds an important line of growth through Mapfre International, as it widens the international geographical coverage of its businesses; reinforces its distribution network as well as its management capabilities in the U.S.; and diversifies its currency exposure.

After the consolidation of Commerce's businesses, Mapfre's activities in the U.S. will represent close to 10 percent of the total premiums of Mapfre.

Mapfre started operations in the United States in 1993 and is currently operating in Florida, New Jersey and Puerto Rico. It has large roadside assistance operations throughout the country.

Mapfre, present in 40 countries, is the leading insurer in Spain; in non-life insurance, it ranks as the largest group in Latin America and the tenth largest in Europe. At year end 2006, Mapfre generated total revenues of $17.7 billion and has a market capitalization in excess of $11 billion.

Commerce is ranked as the 20th largest personal automobile insurance group in the country by A.M. Best Co., based on 2006 direct written premium information. It recorded gross written premiums of $1.963 billion and net earnings of $241.5 million in 2006, with a combined ratio below the U.S. average (89.1%). The 2006 net earnings for 2006 were $3.55 per diluted share, and compared to net earnings of $243.9 million or $3.60 per diluted share for 2005.

Commerce is the leading writer of personal insurance lines in the state of Massachusetts, where it holds a 31.5 percent market share in personal automobile insurance. Commerce is currently involved in an expansion plan into other states. It holds licenses in all 50 states and operates in 17 of them.

Commerce has a total of 1,586 independent agents and 1,152 brokers. The insurer has been listed on the New York Stock Exchange since 1995 and has close to 2,200 employees.

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