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 September 8,
2010.
From:
|
Bal
Dail
|
To:
|
Aon
Consulting and Hewitt Consulting
|
Subject:
|
Announcing
Aon Hewitts Global Consulting Leadership
|
Greetings! I am truly honored to be given the
opportunity to lead Aon Hewitts consulting organization once the merger is
complete. The potential of our combined firms to serve our clients with distinction
and create broader professional opportunities for our associates is tremendous.
I look forward to meeting with many of you to hear your ideas on how to best
integrate our two consulting businesses.
Ive been thinking a great deal about what we want
to be known for around the world. It may be as simple and as significant as
thiswe are helping our clients solve three of the biggest issues that
corporations and nations face today: health, retirement, and talent. Our
aspirations go beyond delivering our current solutions. Our mission is to
create the ideas that will revolutionize the way clients tackle these
challenges in the future. Imagine the pride of looking back ten years from now
and saying our firm drove significant innovations that changed the way the
world addresses these issues. Thats the power of Consulting at Aon Hewitt.
Thats the opportunity before us.
Aon Hewitts Global Consulting
Leadership
Ive been working closely with Eric Fiedler,
Kathryn Hayley, and Yvan Legris, the current leaders of our respective
consulting organizations, to identify the senior leadership team for our
consulting segment post close. While we dont have every leader identified yet,
we have finalized the structure and identified the primary regional, practice,
and functional leaders. Rather than wait for the plans for every position to be
finalized, we are announcing our current plans for the leadership team. This
will allow us to begin integration planning for Aon Hewitts consulting
business in earnest.
Regional P&L
(Profit and Loss) Leaders
Weve identified exceptional leaders to head up our
most significant regions after the closing. Each will report to me and be a
member of the Consulting Executive Committee.
·
Kathryn Hayley
will become CEO, Consulting
Americas
, which includes our U.S. and Latin
America operations. She is currently co-CEO of Aon Consulting, focusing
primarily on the U.S., Canada, and Latin America.
·
We are in the midst of selecting a leader for
Canada.
We are fortunate to have an internal
bench of qualified leaders. Once we have finalized the leadership and structure
for our Canadian Benefits Administration business, we will clarify reporting
relationships across the region.
·
Yvan Legris
will become CEO, Consulting
Europe
, which includes our UK &
Ireland (UKI) and EMEA (Europe, The Middle East, and Africa) operations. He
will also oversee our Benefits Administration operations in Europe. Yvan is
currently President of Hewitt Consulting.
·
Edouard Merette
will become CEO, Consulting
Asia Pacific
. He is currently CEO of Aon
Consulting, Asia Pacific.
Other P&L
Leaders
Because of the importance of their respective
businesses to our overall results, we plan to include five additional leaders
on Aon Hewitts future Consulting Executive Committee.
·
Andy Cox
will lead the
UK & Ireland (UKI)
region,
reporting to Yvan Legris. He is currently Managing Director of Hewitts UKI
Consulting Business.
·
Piyush Chaudhari
will lead the
EMEA
region reporting to Yvan Legris. He is
currently CEO of Aon Consulting, EMEA.
·
Brian Dunn
will
lead the
Global Compensation Practice
reporting to me.
Brian
will focus on industry verticals. Our broad based compensation and executive
compensation practices will remain in the regions and we will evaluate how this
will operate in the coming months. He is currently the leader of Global
Compensation for Aon Consulting.
·
Mary Moreland
will lead the
U.S. Retirement and Financial Management (RFM)
business reporting to Kathryn Hayley. She is currently Hewitts North American
RFM Practice Leader, which includes both retirement and investment consulting
services.
·
John Zern
will lead the
U.S. Health & Benefits
business
reporting to Kathryn Hayley. He is currently the U.S. Health &
Benefits Practice Leader of Aon Consulting.
Global Practice
Leaders
In addition, we plan to name practice leaders to
drive our innovation and thought leadership agenda. The practice leader will
chair a committee of thought leaders in their practice from around the world.
The practice committee will be responsible for developing and maintaining
tools, standards, and service offerings for the practice globally. They will
also serve as the catalyst for new ideas and products. We may add additional
global practices to this group in the future as we fine-tune our strategy.
After the closing, each of these leaders will report to me.
·
Global
Compensation
will be led by
Brian Dunn
.
·
Global Health
and Benefits
will be led by
Ken Sperling
.
He is currently Hewitts U.S. Health Management Practice Leader.
·
Global
Retirement
will be led by
Cecil Hemingway
.
He is currently the U.S. Retirement Practice Leader for Aon Consulting.
·
Global Benefits
will be led by
Piyush Chaudhari
. He will have a dual
reporting relationship to me and Yvan Legris.
·
Global
Investment Consulting
will be led by
Andrew
Tunningley
. He is currently Hewitts Global Strategy Leader for
Investment Consulting.
·
Global Talent &
Organisation
will be led by
Pete Sanborn.
He
is currently Hewitts Global HR Effectiveness Practice Leader.
·
Alistair Connell
will serve as our
Chief Broking Officer
. In addition, both
the UK Benefits Solutions business and Ireland will report into Alistair.
Alistair will have a dual report into Andy Cox. He is the current CEO of Aon
Consulting, UK.
Having
dedicated global practice leaders with strong practice committees will be
essential to nurturing the kind of innovations needed to solve our clients
toughest issues. If we aspire to solve issues like delivering affordable
healthcare globally, then our investment in innovation and thought leadership
is critical.
Functional
Leaders
A team of functional leaders will support the
business after the closing. Each will serve on the Consulting Operating
committee.
·
Joe Tautges
will become Consultings COO for
Aon Hewitt reporting to me. He is currently VP Finance and Chief Accounting
Officer for Hewitt.
·
Mark Blumenthal
will become Consultings CFO for
Aon Hewitt. He is currently the Chief Financial Officer for Aon Consulting.
Mark will have a dual reporting relationship to Scott Ordway and me.
·
Neela Seenandan
will become Consultings Global
Head of HR for Aon Hewitt on an interim basis, in addition to her recently
announced role as the Global Head of HR leader for Aon Consulting.
·
Ash Patel
will become Consultings Chief
Information Officer (CIO) for Aon Hewitt. He is currently the CIO of Aon
Consulting. Ash will have a dual reporting relationship to David Baruch and me.
How
we drive cross-sell activities with the consulting business, across Aon Hewitt
and across Aon is essential to our long-term success. We are still working on a
design for the sales and account structure that will best support the combined
business. We are taking the time to ensure we get this right from the start.
Aon Hewitts Global Consulting
Leadership Committees
After the closing, we plan to form three leadership
committees to manage the business, each with a different charter.
·
The
Consulting Executive Committee
will set strategic direction
for the global business. Council members will include the major P&L
leaders: Bal Dail, Kathryn Hayley, Canadian CEO (tbd), Yvan Legris, Edouard
Merette, Mary Moreland, John Zern, Andy Cox, Piyush Chaudhari, and Brian Dunn.
·
The
Consulting Operating Committee
will be the primary management
body for the business. In addition to the P&L leaders named above, the
committee will include key functional leaders: Joe Tautges, Mark Blumenthal,
Neela Seenandan, and Ash Patel.
·
The
Consulting Practice Committee
will be responsible for identifying
innovative client solutions across and between each of our major practice areas
and finding new ways to accelerate growth. Council members will include our
global practice leaders: Brian Dunn, Ken Sperling, Andrew Tunningley, Cecil
Hemingway, Piyush
Chaudhari, Pete
Sanborn, and Alistair Connell. The practice leaders will each chair a global
practice committee in their area. The practice leaders will also meet at
regular intervals with the Consulting Executive Committee to report on their
practice, product, and thought-leadership initiatives.
Leader Transitions
We are still building out our plans for the next
levels of the organization. As we double the size of our consulting operations,
most roles are increasing in scope. Many of our current senior leaders will be
named to expanded roles when we identify the next level of the organization. It
is inevitable that some valued leaders will pursue outside opportunities once
the transaction is complete. While most of these decisions will be made
post-close, some will become clear as we work through the major organizational
announcements.
In that vein, Eric Fiedler, President of Consulting
for Hewitt, has decided to leave the new organization to pursue opportunities
in China. He will continue to manage day-to-day operations of Hewitt Consulting
and support the integration until close.
Eric has been a respected and valued leader for Hewitt
in his 15 years with the firm. We thank him for his many contributions and for
his gracious offer to work with Edouard and me over the next six months to make
the integration of our businesses in APAC as seamless as possible.
Whats Next?
Having announced our plans for the senior leaders
for Consulting, we can now launch the majority of our integration planning
teams. We will also begin having conversations with leaders across both firms
to identify the regional leadership teams and the practice committees by area.
As in the past, these efforts will be carefully managed to ensure we are in
full legal compliance.
Also today, Kristi Savacool, CEO of Aon Hewitts
Benefits Administration business, and Jim Konieczny, CEO of Aon Hewitts HR
Business Process Outsourcing business, each announced their planned leadership
team appointments for the future Aon Hewitt organization. You can find all of
the announcements by visiting the Aon Hewitt Integration Portal from links on
KE and The Source.
I am excited about our future and look forward to
working with this leadership team and other leaders across the globe to ensure
we realize the full value of this great combination.
Regards,
Bal
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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