Combination of Aon and Willis Towers Watson
Proposed combination of Willis Towers Watson plc (“WTW”) and Aon plc (“Aon”), (the “Proposed Combination”). This section of WTW’s website is designated for the publication of documents and information in connection with the Proposed Combination.
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE PROPOSED COMBINATION IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013 (THE “IRISH TAKEOVER RULES”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view this part of the website and, depending on where you live, it may affect your rights. This notice and the Information may be amended or updated by WTW from time to time and it should be read carefully in full each time you wish to view the website. In addition, the content of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of WTW.
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Proposed Combination, you have to read the following and then press “I agree”. If you are unable to agree, you should press “I disagree” and you will not be able to view any such details.
The Information is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. Any person seeking access to this part of WTW’s website represents and warrants to WTW that they are doing so for information purposes only.
The Information speaks only at the date of the relevant document, announcement or communication and WTW has, and accepts, no, and expressly disclaims any, responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation). WTW does not have, and does not accept, any responsibility or duty to update the Information and reserves the right to add to, remove or amend any Information reproduced on this website at any time.
The full terms and conditions of the Proposed Combination are set out in the definitive proxy statement (the “Proxy Statement”). In considering the Proposed Combination, WTW shareholders should rely only on the information contained and procedures described in the Proxy Statement.
The Information is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so. The availability of such Information (and any related offer) to shareholders who are resident in, or citizens or national of jurisdictions where it would be unlawful to do so, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions.
Nothing on, or which can be downloaded from, the website constitutes, or shall be deemed to constitute or form any part of, an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations.
The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations. Persons receiving the Information (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and / or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the entities involved in the Proposed Combination disclaim any responsibility or liability for the violations of any such restrictions by any person.
The Proposed Combination will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so or by use of mail or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so. The Proposed Combination will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.
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CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
WTW shareholders should seek advice from an appropriately authorised independent financial adviser as to the suitability of any action concerned. Any action required by a shareholder in connection with the Proposed Combination will only be set out in documents sent to or made available to WTW shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
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On March 9, 2020, Aon and Willis Towers Watson announced they have agreed to combine to accelerate innovation on behalf of clients.
- The combined company, to be named Aon, will maintain an operating headquarters in London, United Kingdom
- Following the close of the transaction, ~63% of the combined company will be owned by Aon shareholders and ~37% will be owned by Willis Towers Watson shareholders
- Each Willis Towers Watson share will be exchanged for 1.08 shares of Aon at a fixed exchange ratio
- Total consideration of $231.99 per Willis Towers Watson share based on Aon’s closing stock price on March 6, 2020. Implies a premium of 16.2% to Willis Towers Watson’s closing share price on March 6, 2020
- The transaction will be effected by an Irish scheme of arrangement
- Willis Towers Watson CEO, John Haley, will take on the role of Executive Chairman with a focus on growth and innovation strategy
- The combined firm will be led by Greg Case, as Chief Executive Officer, and Christa Davies, as Chief Financial Officer
- The Board of Directors will be comprised of proportional members from Aon’s and Willis Towers Watson’s current directors
- Closing expected in the first half of 2021, subject to shareholder and regulatory approvals and customary closing conditions