Hewitt Announces Stockholder Approval of Merger with Aon Corporation
September 20 2010 - 9:21AM
Business Wire
At a special meeting of stockholders of Hewitt Associates, Inc.
(NYSE:HEW), a global human resources consulting and outsourcing
services company, Hewitt stockholders voted to adopt the previously
announced merger agreement, dated as of July 11, 2010, among
Hewitt, Aon Corporation and two wholly owned subsidiaries of Aon,
pursuant to which Aon has agreed to acquire Hewitt through a merger
of a wholly owned subsidiary of Aon with and into Hewitt.
Completion of the transaction remains subject to customary closing
conditions, including the approval of Aon’s stockholders and
receipt of certain regulatory approvals (including certain
approvals by foreign governmental entities).
About Hewitt Associates
Hewitt Associates (NYSE:HEW) provides leading organizations
around the world with expert human resources consulting and
outsourcing solutions to help them anticipate and solve their most
complex benefits, talent, and related financial challenges. Hewitt
works with companies to design, implement, communicate, and
administer a wide range of human resources, retirement, investment
management, health care, compensation, and talent management
strategies. With a history of exceptional client service since
1940, Hewitt has offices in more than 30 countries and employs
approximately 23,000 associates who are helping make the world a
better place to work. For more information, please visit
www.hewitt.com.
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 to approve the proposed merger;
the failure of the stockholders of 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 Aon’s
ability to borrow funds; funding of Aon’s 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 Aon’s and Hewitt’s financial results, is contained in Aon’s
and Hewitt’s filings with the Securities and Exchange Commission
(the “SEC”). See Aon’s and Hewitt’s 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, on July 26, 2010, Aon
filed with the SEC a registration statement on Form S-4, which
included a preliminary joint proxy statement of Aon and Hewitt that
also constitutes a preliminary prospectus of Aon. Aon intends to
file with the SEC a definitive joint proxy statement/prospectus and
other relevant materials on or about August 17, 2010, and each of
the companies may be filing with the SEC other documents regarding
the proposed transaction. Aon and Hewitt will each mail the
definitive joint proxy statement/prospectus to its stockholders.
Before making any voting or investment decision, investors and
stockholders are urged to read carefully in their entirety the
definitive joint proxy statement/prospectus when it becomes
available and any other relevant documents filed by either Aon or
Hewitt with the SEC regarding the proposed transaction 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 SEC’s website (www.sec.gov), by accessing Aon’s
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
Hewitt’s 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.
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