- Filing of certain prospectuses and communications in connection with business combination transactions (425)
August 26 2010 - 9:13AM
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 correspondence
was distributed to all Aon and Hewitt associates on August 26, 2010.
CONFIDENTIAL
FOR INTERNAL USE ONLY - PLEASE DO NOT COPY OR FORWARD
From:
|
Greg Case
|
To:
|
All Aon and Hewitt Associates
|
Subject:
|
Announcing Senior Leadership
Appointments for Aon Hewitt Post-Close
|
Date:
|
August 26, 2010
|
It
is hard to believe that it has been just over a month since Aon Consulting and
Hewitt announced our plans to come together. Our senior leadership teams have
been hard at work getting to know each other and our respective businesses.
These insights are helping them to develop a compelling plan to guide our
future. Knowing the talent and dedication of these two teams, I am
extraordinarily excited about what our combined enterprise will accomplish as
Aon Hewitt. One of the most frequent questions I am asked is, When will we
know who is leading each part of the business?
I am pleased that we are far enough along in the regulatory approval process
that I am able to announce the first level of the Aon Hewitt leadership team.
Chairman and CEO of Aon Hewitt
As
announced earlier, Russ Fradin, current Chairman and CEO of Hewitt, has agreed
to become the Chairman and CEO of Aon Hewitt at closing. The continuity of Russ
strong leadership is an important part of the story for clients, associates,
and investors. Russ has led a remarkable transformation since joining Hewitt
four years ago. He led the team to deliver impressive financial results even in
the face of a global recessionimproving client satisfaction and associate
engagement levels at the same time. Russ will be joining the Aon Executive
Committeethe senior leadership team providing counsel to me on the overall
strategy and direction for Aon Corporation. He will continue to be located in
Lincolnshire, with a satellite office at the Aon Center in Chicago, so he can
regularly interact with leaders across the company. He is fully committed to a
successful integration that takes full advantage of the unique and distinct
capabilities of both Aon and Hewitt.
Aon Hewitts Senior Leadership
Given
the exemplary talent represented on both of our teams, leadership selection
decisions have not been easy. As a group, Russ direct reports will bring a strong
global orientation to decision-making. They have each cultivated deep and
trusted relationships with many of our most important clients that we can
build
on to achieve our growth aspirations. And, they possess an impressive depth of
experience delivering the broad range of services we bring to market. Our firms
share a set of guiding principles around client focus, teamwork, innovation,
results, and values. While we may use slightly different words, it is clear we
are aligned on the core behaviors and expectations we have for our leaders and
I can assure you that this group of leaders fully embodies these principles. We
will continue to use these principles as our guide as we move on to design the
new organization and the broader leadership team.
Business Segment Leaders
Aon
Hewitt will consist of three global businesses: HR Consulting, Benefits
Administration, and HR Business Process Outsourcing. The following leaders will
report to Russ and have responsibility to build and deliver on the full potential
of the new Aon Hewitt.
·
Baljit (Bal) Dail
will become CEO of our Consulting business. He is currently
the CEO of Aon Consulting and COO of Aon Benfield.
In their current roles as heads of their respective
consulting businesses, Eric Fiedler, Kathryn Hayley, and Yvan Legris are
working closely with Bal to identify the global leadership team for Aon Hewitt
Consulting. The team will be comprised of both regional and global practice
leaders.
·
Kristi Savacool
will become CEO of our Benefits Administration business.
She is currently Senior VP of Large Market Benefits Outsourcing for Hewitt.
·
Jim Konieczny
will become CEO of our HR Business Process Outsourcing (BPO) business. He is
currently President of HR BPO for Hewitt.
Functional Leaders
An
exceptional group of functional leaders will support the business. This group
will have dual reporting relationships to both Russ and their aligned corporate
Aon leader.
·
Greg Besio
is leading the overall Aon Hewitt integration. He is currently Aons Chief Administrative
Officer.
·
Scott Ordway
will become the CFO of Aon Hewitt. He is currently VP of Finance and Operations
for Aon.
·
David Baruch
will become the CIO of Aon Hewitt. He is currently the CIO of Hewitt.
·
Neela Seenandan
will become Global Head of HR for Aon Hewitt. She is currently Global Head of
HR for Aon Benfield.
·
Mark Sproat
will become the General Counsel of Aon Hewitt. He is currently the Associate
General Counsel for Hewitt Outsourcing.
Leader Transitions
As
is typical in a merger of this size, some valued leaders will transition to new
roles and others will pursue opportunities on the outside once the transaction
is complete. Most of these decisions will be made post-close, but I can share a
few of these transitions now.
We
have asked
Tracy Keogh
, Hewitts
Senior VP of Human Resources, to take a senior position with the Aon Corporate
Human Resources leadership team reporting to Jeremy Farmer, Aons Global Head
of HR. In her new role, she will work closely with senior Aon leaders to
achieve the full potential of Aon
Unitedcreating
a rewarding and compelling people proposition that allows us to continue to
attract and retain the best team in the industry.
Vince Coppola
,
Hewitt Consultings Chief Operating Officer, is joining the Integration
Leadership Team and will assume overall responsibility for coordinating Hewitts
integration activities.
Rob Schriesheim
,
Hewitts CFO;
Steven Kyono
, Hewitts
General Counsel; and
Jay Rising
,
Hewitts President of Benefits Outsourcing, plan to leave the firm upon the
successful completion of the transaction. Each has played a unique role in
Hewitts impressive history and Russ and I are both extremely grateful for all
they have done to get us to this historic place.
Whats Next?
We
are making significant progress on the integration. The integration teams we
announced recently are working hard to develop detailed plans that will make
the transition easier for all of us. We have now cleared the SEC and U.S. Hart-Scott-Rodino
antitrust processes on the transaction and are working closely with the
authorities in Canada and Europe as they complete their reviews. The
shareholder vote for both companies is set for September 20. We are still
working towards our November close date, but plan to be fully prepared if
it is possible to close sooner.
Now
that Russ has named his direct reports, these leaders will identify the
go-forward organization structure for each part of the business. This will be
followed by a thoughtful selection process to name the next level of leadership
across the organization. We expect to name the Aon Hewitt Executive Council and
the global leadership teams for each of the three businesses in early
September.
Until
closing, we urge you to continue to focus on your clients and their
peopledelivering the same level of innovation, client service, and client
satisfaction that have proven over time to be central to both firms success.
Thank you all for your continued commitment to your clients and to your fellow
team members.
Best,
*********************************************************************************************************************
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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