DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc (NYSE: AON)
and Willis Towers Watson (NASDAQ:
WLTW) announced today that the firms have agreed to terminate their
business combination agreement and end litigation with the U.S.
Department of Justice (DOJ). The proposed combination was first
announced on March 9, 2020.
"Despite regulatory momentum around the world, including the
recent approval of our combination by the European Commission, we
reached an impasse with the U.S. Department of Justice," said
Aon CEO Greg Case. "The DOJ
position overlooks that our complementary businesses operate across
broad, competitive areas of the economy. We are confident that the
combination would have accelerated our shared ability to innovate
on behalf of clients, but the inability to secure an expedited
resolution of the litigation brought us to this point."
Case added, "Over the last 16 months, our colleagues have turned
potential challenges into opportunities to advance our Aon United
strategy. We built on our track record of innovation, continued to
deliver industry-leading performance and progress against our key
financial metrics and move forward with the strongest colleague
engagement and client feedback scores in over a decade. Our respect
for Willis Towers Watson and the
team members we've come to know through this process has only
grown."
"Our team's resilience and commitment are a source of pride and
confidence. They have continued to bring to life Willis Towers Watson's compelling value
proposition to better serve our clients in the areas of people,
risk and capital," said Willis Towers Watson CEO John Haley. "Going forward, our focus remains
steadfast on our colleagues, our clients and our shareholders. We
believe we are well-positioned to compete vigorously across our
businesses around the world and will continue to introduce
important innovations to the market. We appreciate and deeply
respect all the Aon colleagues we got to know through this
process."
In connection with the termination of the business combination
agreement, Aon will pay the $1
billion termination fee to Willis
Towers Watson, Willis Towers
Watson's proposed scheme of arrangement has now lapsed, and
both organizations will move forward independently. Both firms will
provide further financial updates and outlooks on their respective
Q2 2021 earnings calls, which take place on July 30 for Aon and August
3 for Willis Towers
Watson.
About Aon
Aon plc (NYSE: AON) is a leading global professional services
firm providing a broad range of risk, retirement and health
solutions. Our 50,000 colleagues in 120 countries empower
results for clients by using proprietary data and analytics to
deliver insights that reduce volatility and improve
performance.
Follow Aon on Twitter and LinkedIn
Stay up to date by visiting the Aon Newsroom and hear from Aon's
expert advisors in The One Brief.
Sign up for News Alerts here
About Willis Towers
Watson
Willis Towers
Watson is a leading global advisory, broking and solutions
company that designs and delivers solutions that manage risk,
optimize benefits, cultivate talent and expand the power of capital
to protect and strengthen institutions and individuals.
Willis Towers Watson has more than
45,000 employees and services clients in more than 140 countries.
For more information about Willis Towers
Watson, see www.willistowerswatson.com.
Media Contacts
Aon - Nadine
Youssef, mediainquiries@aon.com, +1 833 751 8114
Willis Towers Watson - Miles Russell,
miles.russell@willistowerswatson.com, +44 (0) 7903262118
Investor Contacts
Aon - Leslie
Follmer, investor.relations@aon.com, +1 312 381 3310
Willis Towers Watson - Claudia De La Hoz,
Investor_Relations@willistowerswatson.com, +1 215 246 6221
Statements Required by the Irish Takeover Rules
The
directors of Aon accept responsibility for the information
contained in this document relating to Aon. To the best of the
knowledge and belief of the directors of Aon (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
The directors of WTW accept responsibility for the information
contained in this document relating to WTW. To the best of the
knowledge and belief of the directors of WTW (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
Safe Harbor Statement
This communication contains
certain statements that are forward-looking, as that term is
defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not
based on historical facts, but rather current expectations of
management about future events. Forward-looking statements can
often, but not always, be identified by the use of words such as
"plans," "expects," "is subject to," "budget," "scheduled,"
"estimates," "forecasts," "looking forward," "potential,"
"probably," "continue," "intends," "anticipates," "believes," or
variations of such words, and statements that certain actions,
events or results "may," "could," "should," "would," "might" or
"will" be taken, occur or be achieved. Although management believes
that the expectations reflected in these forward-looking statements
are reasonable, it can give no assurance that these expectations
will prove to be correct. These forward-looking statements include
information about the legal action taken by the U.S. Department of
Justice regarding the pending combination of Aon and WTW (the
"Combination"); Aon's and WTW's responses to such action; the
possible resolution, legal or otherwise, of such action;
expectations related to regulatory approvals of the Combination;
the termination of the Business Combination Agreement between Aon
and WTW (the "BCA"); the payment of the termination fee under the
BCA; and information about possible or assumed future results of
operations. All statements other than statements of historical
facts that address activities, events or developments that Aon
and/or WTW expects or anticipates may occur in the future,
including such things as its or their outlook, goals and
expectations with respect to performance, business strategies,
competitive strengths, goals, plans, references to future
successes, the termination of the Combination, the termination of
litigation relating to the Combination and payment of the
termination fee under the BCA, are forward-looking statements.
By their nature, forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to
differ materially from either historical or anticipated results
depending on a variety of factors. The following factors, among
others, could cause actual results to differ from those set forth
in or anticipated by the forward-looking statements: the impact of
pending or potential lawsuits and other claims against Aon and/or
WTW; the impact of, and potential challenges in complying with,
legislation and regulation in the jurisdictions in which Aon and/or
WTW operates, particularly given the global scope of Aon's and/or
WTW's businesses and the possibility of conflicting regulatory
requirements across jurisdictions in which Aon and/or WTW does
business; the impact of any investigations brought by regulatory
authorities in the U.S., Ireland,
the UK and other countries; general economic, business and
political conditions in different countries in which Aon and/or WTW
does business around the world (including any epidemic, pandemic or
disease outbreak, including COVID-19); the effects of Irish law on
Aon's and/or WTW's operating flexibility and the enforcement of
judgments against Aon and/or WTW; the failure to retain and attract
qualified personnel, whether as a result of the failure of the
Combination or divestitures planned in connection with the
Combination or otherwise; adverse effects on the market price of
Aon's and/or WTW's securities and/or operating results for any
reason, including, without limitation, because of the failure to
consummate the Combination or the divestitures that had been
proposed to be made in connection with the Combination or the
payment of the termination fee under the BCA; the failure to
realize the expected benefits of the Combination (including
anticipated revenue and growth synergies); significant transaction
costs in connection with the terminated Combination, and
divestitures that had been planned in connection with the
Combination; the potential impact of the termination of the
Combination, and divestures planned in connection with the
Combination, on relationships, including with suppliers, customers,
employees and regulators; and changes in the competitive
environment or damage to Aon's and/or WTW's reputation.
Any or all of Aon's and WTW's forward-looking statements may
turn out to be inaccurate, and there are no guarantees about Aon's
or WTW's performance. The factors identified above are not
exhaustive. Aon, WTW and their respective subsidiaries operate in a
dynamic business environment in which new risks may emerge
frequently. Other unknown or unpredictable factors could also cause
actual results and developments to differ materially from those
expressed or implied by the forward-looking statements.
Forward-looking statements should therefore be construed in the
light of such factors. Accordingly, you should not place undue
reliance on forward-looking statements, which speak only as of the
date on which they are made. In addition, results for the year
ended December 31, 2020 and the
quarter ended March 31, 2021, are not
necessarily indicative of results that may be expected for any
future period, particularly in light of the continuing effects of
the COVID-19 pandemic. Further information concerning Aon, WTW and
their respective businesses, including factors that potentially
could materially affect Aon's or WTW's financial results, are
contained in Aon's and WTW's respective filings with the Securities
and Exchange Commission (the "SEC"). See
Aon's and WTW's respective Annual Reports on Form 10-K for
the year ended December 31, 2020 and
their respective Quarterly Reports on Form 10-Q for the quarter
ended March 31, 2021 for a further
discussion of these and other risks and uncertainties applicable to
Aon and WTW and their respective businesses. These factors may be
revised or supplemented in subsequent reports filed with the SEC.
Neither Aon nor WTW is under, and each expressly disclaims, any
obligation to update or alter any forward-looking statement that it
may make from time to time, whether as a result of new information,
future events or otherwise. All subsequent written and oral
forward-looking statements attributable to Aon, WTW and/or any
person acting on behalf of any of them are expressly qualified in
their entirety by the foregoing paragraphs, and the information
contained on any websites referenced in this communication is not
incorporated by reference into this communication.
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SOURCE Aon plc