Aon plc (“Aon”) (NYSE: AON) and Willis Towers Watson Public Limited
Company (“Willis Towers Watson”) (NASDAQ: WLTW) today announced
that their respective shareholders voted FOR all proposals at their
respective extraordinary general meetings and at the special
meeting of Willis Towers Watson shareholders ordered by the High
Court of Ireland. Aon and Willis Towers Watson shareholders
approved all of the proposals necessary to complete the previously
announced combination of Aon and Willis Towers Watson. The
combination, which remains subject to customary regulatory and
other closing conditions, is expected to close in the first half of
2021. 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.
“On behalf of Aon’s Board of Directors and executive team, I
would like to thank our shareholders for their overwhelming support
of the proposed combination with Willis Towers Watson,” said Greg
Case, Chief Executive Officer of Aon. “Our combination, which will
accelerate innovation and strengthen our capability to provide more
relevant solutions for clients, has only become more important
through the COVID-19 pandemic. The events of 2020 are illustrative
of the exact type of transformative long-tail risk our new
organization will be best positioned to address, creating
significant value for clients, colleagues, and shareholders.”
John Haley, CEO of Willis Towers Watson, added, “Today marks an
important milestone towards completing the transaction. The vote
reflects our shareholders’ confidence in this next step of our
journey. We are pleased with the outcome of today’s meetings and we
thank all of our shareholders for their support of this combination
that will bring together our complementary strengths and expand our
capacity to address unmet client need.”
These approvals are an important step in the process of
combining the two companies. More information about the proposed
transaction can be found at Combination of AON and WLTW.
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
Forward-Looking StatementsThis 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 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 Securities and Exchange Commission (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
RulesThe 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 Willis Towers Watson accept
responsibility for the information contained in this communication
relating to Willis Towers Watson and the directors of Willis Towers
Watson 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 the directors of Willis Towers Watson
(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 RequirementsUnder 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 Willis Towers Watson, all “dealings” in any
“relevant securities” of Aon or Willis Towers Watson (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 Willis Towers Watson 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
Willis Towers Watson, 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 Willis Towers Watson by Aon, or relevant
securities of Aon by Willis Towers Watson, 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.
Aon (NYSE:AON)
Historical Stock Chart
From Mar 2024 to Apr 2024
Aon (NYSE:AON)
Historical Stock Chart
From Apr 2023 to Apr 2024