- Filing of certain prospectuses and communications in connection with business combination transactions (425)
July 12 2010 - 5:28PM
Edgar (US Regulatory)
Filed by Hewitt Associates, Inc.
pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934
Subject Company: Hewitt Associates, Inc.
Commission File No.: 001-31351
Blast E-mail Client Letter
Subject line: Hewitt Joins Forces with Aon Corporation
An important message from Hewitts Chairman and CEO, Russ Fradin
I want to be the first to share some important news with you. Moments ago, Hewitt announced our plans to join together with Aon Consulting to form Aon
Hewitt, the premier human capital consulting and outsourcing organization worldwide. Following the closing of the transaction, Aon Hewitt will be a subsidiary of Aon Corporation, and I will lead the combined consulting and outsourcing segment as
chairman and CEO.
Well have a strong global organization and offer an even broader spectrum of consulting and outsourcing services to
our clients looking to address an increasingly complex set of challenges. With $4.3B in annual revenues, Aon Hewitt will be the leader in our industry, with 29,000 associates working in 120 countries. Each of our organizations brings a variety of
both unique and complementary solutions and capabilities that, combined, will bring more resources, more talent, more investment, and broader global reach to our clients.
After the transaction closes, which is expected to occur in November, the newly combined company will have a total of $10.7B in annual revenues and
59,000 associates. Until that time, we will continue to operate as separate organizations.
You will soon be hearing more from us about the
combination. In the meantime, I want to assure you that serving our clients exceptionally well remains our top priority.
Ive included a
copy of the press release below which has more details on todays announcement.
Russell P. Fradin
Chairman and Chief Executive Officer
Hewitt
Associates
************************************************************************************************************
Safe Harbor Statement
This
communication contains certain statements related to future results, or states our intentions, beliefs and expectations or predictions for the future which are forward-looking statements as that term is defined in the Private Securities Litigation
Reform Act of 1995. These 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. Potential
factors that could impact results include: the possibility that the expected efficiencies and cost savings from the proposed transaction will not be realized, or will not be realized within the expected time period; the ability to obtain
governmental approvals of the merger on the proposed terms and schedule contemplated by the parties; the failure of stockholders of Hewitt Associates, Inc. (Hewitt) to approve the proposed merger; the failure of the stockholders of Aon
Corporation (Aon) to approve the issuance of Aon common stock to Hewitt stockholders; the risk that the Aon and Hewitt businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to
maintain business and operational relationships; the possibility that the proposed transaction does not close, including, but not limited to, due to the failure to satisfy the closing conditions; general economic conditions in different countries in
which Aon and Hewitt do business around the world; changes in global equity and fixed income markets that could affect the return on invested assets; fluctuations in exchange and interest rates that could influence revenue and expense; rating agency
actions that could affect Aons ability to borrow funds; funding of Aons various pension plans; changes in the competitive environment; changes in commercial property and casualty markets and commercial premium rates that could impact
revenues; the outcome of inquiries from regulators and investigations related to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws; the impact of investigations brought by U.S. state attorneys general, U.S.
state insurance regulators, U.S. federal prosecutors, U.S. federal regulators, and regulatory authorities in the U.K. and other countries; the impact of class actions and individual lawsuits including client class actions, securities class actions,
derivative actions and ERISA class actions; the cost of resolution of other contingent liabilities and loss contingencies; and the ability to realize the anticipated benefits to Aon of the Benfield merger. Further information concerning Aon,
Hewitt, and their business, including factors that potentially could materially affect Aons and Hewitts financial results, is contained in Aons and Hewitts filings with the Securities and Exchange Commission (the
SEC). See Aons and Hewitts Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended December 31, 2009 and September 30, 2009, respectively, and other public filings with the SEC for
a further discussion of these and other risks and uncertainties applicable to our businesses. Neither Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update any forward-looking statement whether as a result of new
information, future events or changes in their respective expectations, except as required by law.
Additional Information
This communication does not constitute an offer to sell or the solicitation of an offer to buy our securities or the solicitation of any
vote or approval. This communication is being made in respect of the proposed transaction involving Aon and Hewitt. In connection with the proposed transaction, Aon and Hewitt will be filing documents with the SEC, including the filing by Aon of a
registration statement on Form S-4, and Aon and Hewitt intend to mail a joint proxy statement regarding the proposed merger to their respective stockholders that will also constitute a prospectus of Aon. Before making any voting or investment
decision, investors and stockholders are urged to read carefully in their entirety the joint proxy statement/prospectus regarding the proposed transaction and any other relevant documents filed by either Aon or Hewitt with the SEC when they become
available because they will contain important information about the proposed transaction. You may obtain copies of all documents filed with the SEC regarding this transaction, free of charge, at the SECs website (www.sec.gov), by accessing
Aons website at www.aon.com under the heading Investor Relations and then under the link SEC Filings and from Aon by directing a request to Aon at Aon Corporation, 200 E. Randolph Street, Chicago, Illinois 60601,
Attention: Investor Relations, and by accessing Hewitts website at www.hewitt.com under the heading Investor Relations and then under the link Reports & SEC Filings and from Hewitt by directing a request to
Hewitt at Hewitt Associates, Inc., 100 Half Day Road, Lincolnshire, Illinois 60069, Attention: Investor Relations.
Aon and Hewitt and their respective directors and executive officers and certain other members of
management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. You can find information about Aons directors and executive officers in its definitive proxy statement filed with
the SEC on April 7, 2010. You can find information about Hewitts directors and executive officers in its definitive proxy statement filed with the SEC on December 16, 2009. Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available. You
can obtain free copies of these documents from Aon and Hewitt using the contact information above.
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