DUBLIN, June 16, 2021 /PRNewswire/ -- Aon plc (NYSE:
AON) and Willis Towers Watson
(NASDAQ: WLTW) shared the following statement today in response to
the legal action taken by the U.S. Department of Justice:
"We disagree with the U.S. Department of Justice's action, which
reflects a lack of understanding of our business, the clients we
serve and the marketplaces in which we operate.
Aon and Willis Towers Watson
operate across broad, competitive areas of the economy and our
proposed combination will accelerate innovation on behalf of
clients creating more choice in an already dynamic and competitive
marketplace. While this proposed combination was not developed with
the pandemic in mind, the impact of the pandemic underscores the
need to address similar systemic risks including cyber threats,
climate change and the growing health and wealth gap which our
combined firm will more capably address.
We continue to make material progress with other regulators
around the world and remain fully committed to the benefits of our
combination.
We are grateful to our respective colleagues for the work they
have done to support our respective clients and each other
throughout this process, as evidenced by the excellent
performance of Aon and Willis Towers
Watson since the announcement of the proposed
combination."
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, except for statements
made by WTW in respect of 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
announcement 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, except for statements
made by Aon in respect of 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
announcement for which they accept responsibility is in accordance
with the facts and does not omit anything likely to affect the
import of such information.
No statement in this announcement is intended to constitute a
profit forecast for any period, nor should any statements be
interpreted to mean that earnings or earnings per share will
necessarily match or be greater or lesser than those for the
relevant preceding financial periods for Aon and/or WTW as
appropriate. No statement in this announcement constitutes an asset
valuation.
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
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.
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; the
expected benefits of the Combination; and expectations related to
regulatory approvals of the Combination. 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 the timing, closing and benefits
of the Combination, 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; the possibility that the Combination,
or divestitures made in connection with the Combination, will not
be consummated in the expected timeframe, or at all; failure to
obtain necessary regulatory approvals for the Combination
(including any divestitures made in connection with the
Combination) or to comply with the requirements related to such
approvals, or to satisfy any of the other conditions to the
Combination or divestitures made in connection with the
Combination; pending or potential litigation associated with the
proposed Combination, including by regulators; 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 a
failure to consummate the Combination or the divestitures made in
connection with the Combination; the failure to realize the
expected benefits of the Combination (including anticipated revenue
and growth synergies) in the expected timeframe, or at all; the
failure to effectively integrate the combined businesses following
the Combination; significant transaction and integration costs or
difficulties in connection with the Combination, or divestitures
made in connection with the Combination, and or unknown or
inestimable liabilities; the potential impact of the consummation
of the Combination and divestures made in connection with the
Combination on relationships, including with suppliers, customers,
employees and regulators; and general economic, business and
political conditions (including any epidemic, pandemic or disease
outbreak, including COVID-19) that affect the combined company
following the consummation of the Combination.
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