DUBLIN, Aug. 11, 2020 /PRNewswire/ -- Aon plc (NYSE:
AON) and Willis Towers Watson Public Limited Company (NASDAQ: WLTW)
today announced that they have both received recommendations from
Institutional Shareholder Services Inc. ("ISS") and Glass Lewis
& Co. ("Glass Lewis") to vote in favor of their proposed
combination.
In its August 7, 2020 independent
report, ISS noted1, "The strategic rationale is
sound and the and Willis Towers Watson Public Limited Company
(NASDAQ: WLTW) today announced that they have both received
recommendations from Institutional Shareholder Services Inc.
("ISS") and Glass Lewis & Co. ("Glass Lewis") to vote in favor
of their proposed combination. merger is expected to deliver
$800 million of cost synergies and be
accretive to both adjusted EPS and free cash flow."2 The
ISS report also highlights that, "AON and WLTW have complementary
businesses and client bases across geographies and client segments,
which may provide the potential for revenue upside."
In its August 10, 2020 independent
report, Glass Lewis noted1, "We find the proposed merger
is strategically and financially compelling and structured in a
reasonable manner which impacts an acceptable valuation and
ownership split for WLTW shareholders."
The special meeting of Willis Towers Watson shareholders ordered
by the High Court of Ireland and
the extraordinary general meetings of the shareholders of both Aon
and Willis Towers Watson are
scheduled to take place on August 26,
2020. Please refer to the joint proxy statement filed by
each of Aon and Willis Towers Watson
with the Securities and Exchange Commission on July 8, 2020 for further details on voting and
meeting logistics. Aon's Board of Directors recommends that Aon
shareholders vote FOR all proposals at the Aon extraordinary
general meeting. Willis Towers Watson's Board of Directors
recommends that WLTW shareholders vote FOR all proposals at each of
the Willis Towers Watson court meeting and extraordinary general
meeting.
Upon the closing of the combination, Willis Towers Watson
shareholders will receive 1.08 Aon shares in exchange for each
Willis Towers Watson share they held immediately prior to the
closing. The combination is expected to close in the first half of
2021, pending customary regulatory and other closing
conditions.
1 Permission to quote from the reports of
ISS and Glass Lewis was neither sought nor obtained.
2 This statement should not be
interpreted to mean that earnings per share of Aon or WTW in the
current or any future financial period will necessarily match or be
greater than or be less than those for the relevant preceding
financial period or any other period. There are various material
assumptions underlying the synergies and other cost reduction
statements in this communication that may result in the synergies
and other cost reductions being materially greater or less than
estimated. The estimates should therefore be read in conjunction
with the bases and assumptions for the synergy numbers, which are
set forth in Appendix I of the announcement of the combination by
Aon and WTW on March 9, 2020 pursuant
to Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5
Announcement"). The synergies and other cost reductions have been
reported on in accordance with Rule 19.3(b) of the Irish Takeover
Rules by each of Ernst & Young LLP and Credit Suisse
International. Copies of their respective reports are included in
the Rule 2.5 Announcement. The synergies estimates exclude any
potential revenue synergies. None of the synergies or other cost
reductions statements, or the earnings per share or cash flow
accretion statements, should be construed as a profit forecast or
interpreted to mean that the profits or earnings of Aon or WTW in
the first full year following the combination, or in any subsequent
period, will necessarily match or be greater than or be less than
those of Aon or WTW for the relevant preceding financial period or
any other period.
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.
Aon Investor Relations
Investor.Relations@aon.com
+1 312 381 3310
Aon Media Contact
mediainquiries@aon.com
Toll-free (U.S., Canada and
Puerto Rico)
+1 833 751 8114
Willis Towers Watson Investor Relations
Rich Keefe
rich.keefe@willistowerswatson.com
+1 215 246 3961
Willis Towers Watson Media Contact
Miles Russell
miles.russell@willistowerswatson.com
+44 (0) 7903262118
No Offer Or Solicitation
This communication is for
information purposes only and is not intended to and does not
constitute, or form part of, an offer, invitation or the
solicitation of an offer or invitation to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the proposed combination or otherwise,
nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law.
In particular, this communication is not an offer of securities
for sale into the United States.
No offer of securities shall be made in the United States absent registration under
the U.S. Securities Act of 1933, as amended, or pursuant to an
exemption from, or in a transaction not subject to, such
registration requirements.
Any securities issued as a result of the proposed combination by
means of a scheme of arrangement are anticipated to be issued in
reliance upon the exemption from the registration requirements of
the U.S. Securities Act of 1933, as amended, pursuant to the
exemption from registration set forth in Section 3(a)(10)
thereof.
Subject to the right of Aon to implement the proposed
combination by way of a Takeover Offer as an alternative to the
Scheme, and subject to the provisions of the Business Combination
Agreement relating to the proposed combination and with the Irish
Takeover Panel's consent, the proposed combination will be
implemented solely by means of the Scheme documentation, which
contains the full terms and conditions of the proposed combination,
including details of how Willis Towers Watson shareholders may vote
in respect of the proposed combination.
Important Additional Information Will Be Filed With The
SEC
On July 8, 2020, Aon and
Willis Towers Watson filed with the
U.S Securities and Exchange Commission (the "SEC") and distributed
to their respective shareholders a definitive joint proxy statement
(which contains the final Scheme documentation). The joint proxy
statement contains further information relating to the
implementation of the proposed combination, the full terms and
conditions of the Scheme, notices of the Aon and the Willis Towers
Watson shareholders meetings and information on the Class A
ordinary shares of Aon to be issued under the proposed
combination.
The joint proxy statement, as well as Aon's and Willis Towers
Watson's other public filings with the SEC, may be obtained without
charge at the SEC's website at www.sec.gov and, in the case of
Aon's filings, at Aon's website at www.aon.com, and in the case of
Willis Towers Watson's filings, at Willis Towers Watson's website
at www.willistowerswatson.com.
BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON AND/OR WILLIS
TOWERS WATSON SECURITIES ARE URGED TO READ THOSE FILINGS AND ANY
OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS
INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE
PROPOSED COMBINATION.
Any vote in respect of resolutions to be proposed at the Willis
Towers Watson shareholders meetings to approve the proposed
combination, the Scheme or related matters, or other responses in
relation to the proposed combination, should be made only on the
basis of the information contained in the joint proxy statement
(including the Scheme documentation). Similarly, any vote in
respect of resolutions to be proposed at the Aon shareholders
meeting to approve the issuance of Class A ordinary shares of Aon
under the proposed combination should be made only on the basis of
the information contained in the joint proxy statement.
Participants In The Solicitation
Aon, Willis Towers
Watson and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders in connection with the proposed combination.
Information regarding the persons who may, under the rules of the
SEC, be deemed to be participants in the solicitation of
shareholders, including a description of their direct or indirect
interests, by security holdings or otherwise, is set forth in the
joint proxy statement. Additional information about Aon's directors
and executive officers is contained in Aon's Annual Report on Form
10-K for the year ended December 31,
2019, filed with the SEC on February
14, 2020, and its Proxy Statement on Schedule 14A, dated and
filed with the SEC on April 24, 2020.
Additional information about Willis Towers Watson's directors and
executive officers is contained in Willis Towers Watson's Annual
Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
February 26, 2020, and its Proxy
Statement on Schedule 14A, dated and filed with the SEC on
April 27, 2020.
Forward-Looking Statements
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 on 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," "potential," "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 believe that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to be correct. By
their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ
materially from those expressed or implied by the forward-looking
statements. Such factors include, but are not limited to, the
possibility that the proposed combination will not be consummated,
failure to obtain necessary shareholder or regulatory approvals or
to satisfy any of the other conditions to the proposed combination,
adverse effects on the market price of Aon and/or Willis Towers
Watson securities and on Aon and/or Willis Towers Watson's
operating results for any reason, including, without limitation,
because of the failure to consummate the proposed combination, the
failure to realize the expected benefits of the proposed
combination (including anticipated revenue and growth synergies),
the failure to effectively integrate the combined companies
following consummation of the proposed combination, negative
effects of an announcement of the proposed combination, changes in
global, political, economic, business, competitive, market and
regulatory forces, future exchange and interest rates, changes in
tax laws, regulations, rates and policies, future business
acquisitions or disposals, or any announcement relating to the
proposed consummation of or failure to consummate the proposed
combination on the market price of Aon and/or Willis Towers Watson
securities, significant transaction and integration costs or
difficulties in connection with the proposed combination and/or
unknown or inestimable liabilities, pending or potential litigation
associated with the proposed combination, the potential impact of
the announcement or consummation of the proposed combination on
relationships, including with suppliers, customers, employees and
regulators, and general economic, business and political conditions
(including any epidemic, pandemic or disease outbreak) that affect
the combined companies following the consummation of the proposed
combination.
The factors identified above are not exhaustive. Aon, Willis
Towers Watson and their 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. You are
cautioned not to place undue reliance on any forward-looking
statements, which speak only as of the date made.
Further information concerning Aon and its businesses, including
economic, competitive, governmental, regulatory, technological and
other factors that could materially affect Aon's results of
operations and financial condition, is contained in Aon's filings
with the SEC. See Aon's Annual
Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
February 14, 2020, Aon's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2020, filed with the SEC on July 31, 2020, and additional documents filed by
Aon with the SEC, the contents of which are not incorporated by
reference into, nor do they form part of this communication, for a
further discussion of these and other risks and uncertainties
applicable to Aon's businesses.
Further information concerning Willis Towers Watson and its
businesses, including economic, competitive, governmental,
regulatory, technological and other factors that could materially
affect Willis Towers Watson's results of operations and financial
condition, is contained in Willis Towers Watson's filings with the
SEC. See Willis Towers Watson's
Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on
February 26, 2020, Willis Towers
Watson's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2020, filed with the SEC on
July 30, 2020, and additional
documents filed by Willis Towers Watson with the SEC, the contents
of which are not incorporated by reference into, nor do they form
part of, this announcement, for a further discussion of these and
other risks and uncertainties applicable to Willis Towers Watson's
businesses.
Any forward-looking statements in this communication are based
upon information available as of the date of this communication
which, while believed to be true when made, may ultimately prove to
be incorrect. Other than in accordance with legal or regulatory
obligations, neither Willis Towers Watson nor Aon is under any
obligation, and each expressly disclaims any intention or
obligation, to update or revise any forward-looking statement,
whether as a result of new information, future events or otherwise.
All subsequent written and oral forward-looking statements
attributable to Aon, Willis Towers Watson and/or any person acting
on behalf of either 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.
Statements Required by the Irish Takeover Rules
The
directors of Aon accept responsibility for the information
contained in this communication relating to Aon and the directors
of Aon and members of their immediate families, related trusts and
persons connected with them. 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
communication 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 communication relating to WTW and the directors
of WTW and members of their immediate families, related trusts and
persons connected with them. To the best of the knowledge and
belief of the directors of WTW Directors (who have taken all
reasonable care to ensure such is the case), the information
contained in this communication for which they respectively accept
responsibility is in accordance with the facts and does not omit
anything likely to affect the import of such information.
Dealing Disclosure Requirements
Under the provisions
of Rule 8.3 of the Irish Takeover Panel Act, 1997, Takeover
Rules 2013 (the "Irish Takeover Rules"), if, during an "offer
period," any person is, or becomes "interested" (directly or
indirectly) in 1 per cent. or more of any class of "relevant
securities" of Aon or WTW, all "dealings" in any "relevant
securities" of Aon or WTW (including by means of an option in
respect of, or a derivative referenced to, any such "relevant
securities") must be publicly disclosed by no later than
3.30pm (EDT) in respect of the
relevant securities of Aon and WTW on the business day following
the date of the relevant transaction. The requirement will continue
until this offer period ends. If two or more persons co-operate on
the basis of any agreement, either express or tacit, either oral or
written, to acquire an interest in relevant securities of Aon or
WTW, they will be deemed to be a single person for the purposes of
Rule 8.3 of the Irish Takeover Rules. Under the provisions of Rule
8.1 of the Irish Takeover Rules, all dealings in relevant
securities of WTW by Aon, or relevant securities of Aon by WTW, or
by any party acting in concert with either of them, must also be
disclosed by no later than 12 noon (EDT) on the business day
following the date of the relevant transaction. Interests in
securities arise, in summary, when a person has a long economic
exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
interest by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities. Terms used in this paragraph should be read in light of
the meanings given to those terms in the Irish Takeover Rules. If
you are in any doubt as to whether or not you are required to
disclose dealings under Rule 8 of the Irish Takeover Rules, consult
with the Irish Takeover Panel's website at
www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by
telephone at +353 1 678 9020.
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SOURCE Aon plc