TIDMMHM TIDMJLT
RNS Number : 2286U
Marsh & McLennan Co Inc
27 March 2019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 March 2019
FINANCING UPDATE - CLOSING OF SENIOR NOTES OFFERING
On 18 September 2018, Marsh & McLennan Companies, Inc.
("MMC"), MMC Treasury Holdings (UK) Limited ("MMC BidCo") and
Jardine Lloyd Thompson Group plc. ("JLT") announced the recommended
cash acquisition of the entire issued and to be issued ordinary
share capital of JLT by MMC BidCo (the "Acquisition").
MMC today announced the closing of its offering of $250 million
aggregate principal amount of its 4.375% Senior Notes due 2029 (the
"Notes"). The Notes constitute a further issuance of the 4.375%
Senior Notes due 2029, of which the Company issued $1.25 billion
aggregate principal amount of January 15 2019.
The Notes were issued under an indenture dated 15 July 2011
between MMC and The Bank of New York Mellon, as trustee, as
previously supplemented and further supplemented by an eleventh
supplemental indenture dated 15 January 2019. MMC has uploaded the
eleventh supplementary indenture to its website at www.mmc.com.
Terms used but not defined in this announcement have the meaning
given to them in the scheme document relating to the Acquisition
published on 15 October 2018 (the "Scheme Document").
Enquiries:
MMC and MMC BidCo
Dan Farrell +1 212 345 3713
Goldman Sachs (Financial Adviser to MMC)
Victor Lopez Balboa +1 212 902 1000
Mark Sorrell +44 20 7774 1000
Nick Harper +44 20 7774 1000
Further information
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. This
announcement does not constitute a prospectus or prospectus
equivalent document.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the UK, is acting exclusively
for MMC and MMC BidCo and no one else in connection with the
Acquisition or any other matters referred to in this announcement
and will not be responsible to anyone other than MMC and MMC BidCo
for providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Overseas jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. This announcement
has been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Copies of this announcement and any formal documentation
relating to the Acquisition are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Acquisition
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
US holders of JLT Shares should note that the Acquisition
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. An acquisition effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Acquisition is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, MMC BidCo exercises the
right to implement the Acquisition by way of an Offer and
determines to extend the Offer into the United States, the
Acquisition will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and the Scheme Documentation has been or will have
been prepared in accordance with accounting standards applicable in
the United Kingdom that may not be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of JLT Shares to enforce
their rights and any claim arising out of the US federal laws,
since MMC BidCo and JLT are located in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a
non-US jurisdiction. US holders of JLT Shares may not be able to
sue a non-US company or its officers or directors in a non-US court
for violations of the US securities laws. Further, it may be
difficult to compel a non-US company and its affiliates to subject
themselves to a US court's judgement.
Forward-looking statements
This announcement (including information incorporated by
reference in this announcement), oral statements made regarding the
Acquisition, and other information published by MMC and JLT contain
statements which are, or may be deemed to be, "forward-looking
statements". Forward-looking statements are prospective in nature
and are not based on historical facts, but rather on current
expectations and projections of the management of MMC and JLT about
future events. All statements other than statements of historical
facts included in this announcement may be forward-looking
statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes",
"expects", "aims", "intends", "will", "should", "could", "would",
"may", "anticipates", "estimates", "synergy", "cost-saving",
"projects", "goal", "strategy", "budget", "forecast" or "might", or
words or terms of similar substance or the negative thereof, are
forward-looking statements. These include statements relating to
the following: (i) future capital expenditures, expenses, revenues,
earnings, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of MMC's and
JLT's operations and benefits from the Acquisition; (iii) the
achievement of cost or revenue synergies; and (iv) the effects of
government regulation on MMC's or JLT's businesses. These
statements are based on assumptions and assessments made by MMC and
JLT in light of their experience and their perception of historical
trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking
statements involve risk and uncertainty, because they relate to
events and depend on circumstances that will occur in the future
and the factors described in the context of such forward-looking
statements in this document could cause actual results and
developments to differ materially from those expressed in or
implied by such forward-looking statements. Although it is believed
that the expectations reflected in such forward-looking statements
are reasonable, no assurance can be given that such expectations
will prove to have been correct.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions. Some examples include, but
are not limited to: the ability to consummate the Acquisition; the
ability to obtain requisite regulatory and shareholder approvals
and the satisfaction of other Conditions on the proposed terms and
schedule; the ability of MMC and JLT to successfully integrate
their respective operations and retain key employees; the potential
impact of the announcement or consummation of the Acquisition on
relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political
conditions, including changes in the financial markets; significant
competition that MMC and JLT face; compliance with extensive
government regulation; the combined company's ability to make
acquisitions and its ability to integrate or manage such acquired
businesses. Other unknown or unpredictable factors could cause
actual results to differ materially from those in the
forward-looking statements. Such forward-looking statements should
therefore be construed in the light of such factors.
Neither MMC nor MMC BidCo nor JLT, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward-looking statements. Neither
MMC nor MMC BidCo nor JLT assumes any obligation to update or
correct the information contained in this document (whether as a
result of new information, future events or otherwise), except as
required by applicable law.
Publication on website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in Restricted
Jurisdictions, on MMC's website at www.mmc.com no later than 12
noon (London time) on the business day following this announcement.
For the avoidance of doubt, the contents of these websites are not
incorporated by reference and do not form part of this
announcement.
Electronic Communications
Please be aware that addresses, electronic addresses and certain
other information provided by JLT Shareholders, persons with
information rights and other relevant persons for the receipt of
communications from JLT may be provided to MMC during the offer
period as required under Section 4 of Appendix 4 of the City Code
to comply with Rule 2.11(c).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRCKODDABKDFNB
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