- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 20 2010 - 8:58AM
Edgar (US Regulatory)
Filed by Aon
Corporation
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
Commission File No. for
Registration Statement
on Form S-4: 333-168320
This document was
posted by Aon Corporation on its integration portal accessible on its internal
website on August 20, 2010.
New Aon
Hewitt FAQs
The Deal
Leaders from both firms have mentioned several different
dates for the closing of the Aon Hewitt deal. When will the deal actually
close?
The
Integration Team has targeted a close date in early November, contingent upon
shareholder and regulatory approval. We will notify colleagues and associates
from both firms of the exact close date once it is finalized in the next few
weeks.
Clients
What
can we communicate to clients regarding the closing date of the Aon Hewitt
deal?
Please
tell clients that we are targeting a close date in November 2010 and will
provide updates as new information becomes available.
How
should we respond to client questions about maintaining independence when
serving common clients post-close?
If
clients ask about issues around independence pre-close, please tell them Aon
and Hewitt will operate as separate entities until the transaction is finalized
and will share no client information so as to avoid conflicts of interest and
to comply with legal requirements. Each company has implemented internal
controls and communication measures to ensure that its employees do not violate
any confidentiality agreements when it comes to client work, business
development efforts, and day-to-day operations. We are still weighing
post-close approaches to ensuring independence when multiple services are
offered to clients, but please assure clients that we will operate with the
best interests of each client in mind and will do everything possible to
address their concerns. We will continue to explore this issue and will provide
updates as changes occur.
Will
recent client contracts signed by Aon and Hewitt be honored after close? Will
those contracts have to be reissued in the Aon Hewitt name?
Until
the deal closes, Aon and Hewitt will continue to operate as separate entities
and, as such, existing contracts will remain in effect. Both firms value their
clients and will work to ensure uninterrupted client service when dealing with
current contractual agreements before and after the closing.
How
should we respond to client questions about having less choice in service
providers now that Aon and Hewitt are joining forces?
Prior
to the close of the transaction, Aon and Hewitt will continue to operate as
separate companies and clients should continue to experience the same, or
better, level of client service they do today. In general, Aon and Hewitt have
focused on different target markets for both consulting and outsourcing
services. Aon has focused largely on companies in the middle market, while
Hewitts primary presence is in the large market. In addition, Aon has a
heavier concentration outside of the U.S., while Hewitts penetration is more
significant in the U.S. Due to these complementary portfolios, it is unlikely
that many companies will experience a reduced provider selection. With the combined
Aon Hewitt, clients will benefit from access to the expanded suite of offerings
from both organizations.
What
should we say to Aons or Hewitts middle market clients who are concerned
about being lost in the shuffle as a result of this merger?
Each
and every client of both Aon Consulting and Hewitt is important. Both
organizations will continue to place the highest priority on delivering
distinctive client service, both during the transition and post-close. The
post-close sales and delivery strategies for Aon Hewitt are still to be
determined, but current middle market clients should know their needs will
remain a priority for the combined company and that we will continue to offer
services to drive value for their organization.
General
What will
the combined firms approach be to serving global markets?
Both
Aon Consulting and Hewitt have a strong network of offices to serve our clients
in markets around the world. This will continue to be the case for Aon Hewitt.
In locales where both Aon and Hewitt have a presence, the combined firm will
bring the best of both organizations to drive value for clients. For areas
where Aon or Hewitt has no local presence, the combined company will continue
to provide the same high quality of service for which each is currently known.
How
will the merger affect Aons and Hewitts existing strategic partnerships?
Until
the deal closes, Aon and Hewitt will continue to operate as separate entities
with existing strategic partnerships operating as normal. At some point
following the deal closing, all strategic partnerships and associated contracts
will be evaluated and next steps will be determined at that point.
Aon:
Will recruiting be impacted by the merger?
Aon
Consulting has suspended most recruiting activities for the time being until
the Integration Team has a chance to address issues related to the structure of
the combined firm. All new requisition requests and candidate profiles should
be submitted to your regional/practice lead for review and approval by senior
leadership. Additional next steps will be communicated as they are determined.
Transition
How
will the combined firm be organized? When will we find out more information
about the post-close organizational structure?
We
are in the process of reviewing the current organizational structures of Aon
and Hewitt and will structure the combined organization to position us for
growth and success in the future. Before the deal closes, we are limited in the
decisions we can make and communicate, but we will share as much with you as we
can, when we can.
How
will duplicate back office operations, technology, and processes be handled?
The
combined Aon/Hewitt integration teams, working with the businesses, will work
to make final decisions on back office operations, technology, and processes
during the transition period based on several factors, including client
preferences, cost, revenue risk, and capabilities. The Integration Team will
provide updates when appropriate.
The
Businesses---Consulting
Aon:
What are the implications for leadership of the Canadian region for Aon
Consulting? How will this affect the search for a new CEO for Canada?
Until
further notice, it will be business as usual in the Canadian region. As we
sort through a series of merger-related leadership decisions, Kathryn Hayley
will continue to lead the region as interim CEO. For now, we encourage our
Canadian colleagues to focus on continuing to provide outstanding value to our
clients.
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 proposal to adopt the merger
agreement; the failure of the stockholders of Aon Corporation (Aon) to
approve the proposal to approve the issuance of shares of Aon common stock to
Hewitt stockholders in the merger; the loss of key Aon or Hewitt employees
following the merger; 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 with
customers, partners and others; 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 impact revenue and
expense; rating agency actions that could affect Aons ability to borrow funds;
changes in the funding status of Aons various defined benefit pension plans
and the impact of any increased pension funding resulting from those changes;
Aons ability to implement restructuring initiatives and other initiatives
intended to yield cost savings, and the ability to achieve those cost savings;
the impact on risk and insurance services commission revenues of changes in the
availability of, and the premium insurance carriers charge for, insurance and
reinsurance products, including the impact on premium rates and market capacity
attributable to catastrophic events; 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, including potential liabilities
arising from error and omissions claims against Aon or Hewitt; the extent to
which Aon and Hewitt retain existing clients and attract new businesses; the
extent to which Aon and Hewitt manage certain risks created in connection with
the various services, including fiduciary and advisory services, among others,
that Aon and Hewitt currently provide, or will provide in the future, to
clients; the impact of, and potential challenges in complying with, legislation
and regulation in the jurisdictions in which Aon and Hewitt operate,
particularly given the global scope of Aons and Hewitts businesses and the
possibility of conflicting regulatory requirements across jurisdictions in
which Aon and Hewitt do business; 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 merger, Aon filed
with the SEC a definitive joint proxy statement, which also constitutes a
prospectus of Aon. The joint proxy
statement/prospectus was mailed to Aon stockholders and Hewitt stockholders on
or about August 19, 2010.
Before
making any voting or investment decision, investors and stockholders are urged
to read carefully in their entirety the definitive 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 contain and 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, are contained in the definitive
joint proxy statement/prospectus filed by Aon with the SEC and will be
contained in other relevant materials to be filed by Aon or Hewitt 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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