For more information about Willis Towers Watson, see www.willistowerswatson.com. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. I have provided economic analysis and advice in UK, European, and international merger proceedings, follow-on damages cases, and competition litigation. As a result of this announcement, Aon is bound by the restrictions set out in Rule 2.8 of the Irish Takeover Rules. No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily match or be greater or lesser than those for the relevant preceding financial periods for Aon and/or WTW as appropriate. March 01, 2021 Last week, Willis's stock closed 3.1% below Aon's. Using the deal price of 1.08 Aon shares per Willis share, the current prices reflect a 10.3% discount on Willis relative to the price implied by the offer, a figure often referred to as the merger arbitrage spread (arb spread). Willis Towers Watson's financial advisor in respect of the Proposed Combination is Goldman Sachs & Co. LLC and its legal advisors are Weil, Gotshal & Manges LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Matheson. Because of this delay in receiving information from Aon and Willis Towers Watson, the ACCC said that it will now push-back the end-date of its review. Health & Benefits business units in France, Spain and Germany. 4 "The combination of Willis Towers Watson and Aon is a natural next step in our journey to better serve our clients in the areas of people . All subsequent written and oral forward-looking statements attributable to Aon, WTW and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication. The requirement will continue until this offer period ends. Our 50,000 colleagues in 120 countries empower results for clients by using proprietary data and analytics to deliver insights that reduce volatility and improve performance. Subject to the right of Aon UK (and Aon Ireland, as applicable) to implement the proposed combination by way of a Takeover Offer as an alternative to the Scheme, and subject to the provisions of the Business Combination Agreement and with the Irish Takeover Panel's consent, the proposed combination will be implemented solely by means of the Scheme documentation, which will contain the full terms and conditions of the proposed combination, including details of how Willis Towers Watson shareholders may vote in respect of the proposed combination. For more information about Willis Towers Watson, see www.willistowerswatson.com. John Haley will take on the role of Executive Chairman with a focus on growth and innovation strategy. About Aon - Transaction is a key step on path to close proposed combination designed to accelerate innovation on behalf of clients, - Aon remains committed to $800 million of cost synergies and expects the combination to create significant shareholder value. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. About Willis Towers WatsonWillis Towers Watson is a leading global advisory, broking and solutions company that designs and delivers solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. "We appreciate the extraordinary value these colleagues have delivered to our clients and our company. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Aon UK, Aon Ireland or Willis Towers Watson, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. Forward-looking statements should therefore be construed in the light of such factors. The Reorganization remains conditional on, among other things, the sanction of the UK scheme of arrangement forming part of the Reorganization by the UK Court, as more particularly described in the Reorganization Proxy Statement. Upon completion of the combination, existing Aon shareholders will own approximately 63% and existing Willis Towers Watson shareholders will own approximately 37% of the combined company on a fully diluted basis. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. Retention costs are subject to Irish Takeover Panel approval. The Winfield, Louisiana native is headed back to his hometown after a short stay at JSU. Joint Conference Call and Other Materials, Aon and Willis Towers Watson will conduct a joint live conference call and webcast today (March 9, 2020) at 8:30 a.m. (EDT). The deal was called off in July 2021. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 5Aon anticipates the cost to achieve expected synergies will be $1.4 billion, excluding transaction costs of approximately $200 million and retention costs of up to $400 million. DUBLIN, May 12, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) today announced they have signed a definitive agreement to sell Willis Re and a set of. Aon today confirms that it does not intend to pursue this business combination. The combined company, to be named Aon, will be a premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health, the firms say. ", "This combination will create a more innovativeplatform capable of deliveringbetter outcomes for all stakeholders, including clients, colleagues, partners and investors," said Aon CEO Greg Case. The events of the last year have only reinforced that rationale, and this announcement is an important step toward realizing that potential," said John Haley, Willis Towers Watson's CEO. The estimates should therefore be read in conjunction with the bases and assumptions for these synergy numbers which are set out in Appendix I of the Rule 2.5 Announcement. Under Rule 8.1 of the Irish Takeover Rules, all dealings in relevant securities of Willis Towers Watson by Aon UK or Aon Ireland, or relevant securities of Aon UK or Aon Ireland by Willis Towers Watson, or by any party acting in concert with either of them must also be disclosed by no later than 12 noon (Eastern time) in respect of the relevant securities of Aon UK, Aon Ireland and Willis Towers Watson on the business day following the date of the relevant transaction. DUBLIN, Jan. 27, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson plc (NASDAQ: WLTW) today announced the future leadership team for the firm that will be effective upon the completion of the proposed combination of Aon and Willis Towers Watson.Guided by a one firm mindset, the new leadership team will come together following the close of the combination to deliver new sources . Potential revenue synergies due to complementary capabilitiesare expected but not included in the synergy estimates. It is intended that the combination will be implemented by means of a court-sanctioned scheme of arrangement of Willis Towers Watson and Willis Towers Watson Shareholders under Chapter 1, Part 9 of the Irish Companies Act of 2014. The joint proxy statement will be filed with the SEC. Aon Ireland and Willis Towers Watson will prepare a joint proxy statement (which will contain the Scheme documentation) to be distributed to Willis Towers Watson shareholders and Aon Ireland shareholders, containing further information relating to the implementation of the proposed combination, the full terms and conditions of the Scheme, notices of the Aon Ireland and the Willis Towers Watson shareholders meetings and information on the Class A ordinary shares of Aon Ireland to be issued under the proposed combination. While. "This agreement demonstrates strong momentum on the path to close our proposed combination with Willis Towers Watson," said Greg Case, Aon's CEO. Other unknown or unpredictable factors could also cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. The directors of WTW accept responsibility for the information contained in this document relating to WTW. DUBLIN, June 3, 2021 /PRNewswire/ -- Aon plc (NYSE: AON ), a leading global professional services firm providing a broad range of risk, retirement and health solutions, today announced the firm. On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson [20] [21] for nearly $30 billion in an all-stock deal that would have created the world's largest insurance broker. Follow Aon on Twitterand LinkedInStay up to date by visiting the Aon Newsroom and hear from Aon's expert advisors in The One Brief. Related: Arthur J. Gallagher. Statements Required by the Irish Takeover Rules You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. Aon plc(NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. About Aon Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Important Additional Information Will Be Filed With The SEC. 28 January 2021. 1 There are various material assumptions underlying the synergies, which may result in the synergies and other cost reductions being materially greater or less than estimated. The announcements ar Ever since the Aon-Willis merger proposal was announced in March last year, there has been a strong consensus among market participants, analysts and us that the transaction presents significant strategic and financial benefits to the parties. Aon remains positioned to further build on the firm's track record of over a decade of progress on key financial metrics and achievement of external commitments. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. This communication should be read in conjunction with, and is subject to, the full text of the Rule 2.5 Announcement (including its Appendices), which shall take precedence in the event of any inconsistency. "We've used this time to align our future leadership team around a one-firm culture that will create new opportunities for colleagues, accelerate innovation on behalf of clients and deliver shareholders the long-term value creation they have come to expect from our team.". The agreement resolves questions raised by the European Commission and is intended to address certain questions raised by regulators in certain other jurisdictions. The principal sources of potential synergies and other cost reductions are as follows: The transaction is expected to be accretive to Aon adjusted EPS in the first full year of the combination with peak adjusted EPS accretion in the high teens2 after full realization of $800 million of pre-tax synergies.3 Willis Towers Watson and Aon anticipate savings of $267 million in the first full year of the combination, reaching $600 million in the second full year, with the full $800 million achieved in the third full year.3 Free cash flow accretion is expected to breakeven in the second full year of the combination with free cash flow accretion of more than 10% after full realization of synergies.3 The transaction is expected to generate over $10 billion of shareholder value creation from the capitalized value of the expected pre-tax synergies, based on the blended 2020 price to earnings ratio of Willis Towers Watson and Aon UK on 6 March 2020, net of $2.0 billion in one-time transaction, retention and integration costs.5. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Shareholders of both firms approved the merger in August. The proposed $30 billion merger of insurance brokerage giants Aon Plc and Willis Towers Watson Plc would create the world's largest outsourced investment management firm.. This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. To the best of the knowledge and belief of the directors of Aon (who have taken all reasonable care to ensure that such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 2Statements in this document that the Proposed Combination is accretive to adjusted EPS should not be interpreted to mean that Aon UK, Aon Ireland or Willis Towers Watson earnings per share in the current or any future financial period will necessarily match or be greater than or be less than those for the relevant preceding financial period. Investor_Relations@willistowerswatson.com. The directors of Willis Towers Watson accept responsibility for the information contained in this document relating to Willis Towers Watson and the directors of Willis Towers Watson and members of their immediate families, related trusts and persons connected with them, except for the statements made by Aon UK in respect of Willis Towers Watson. Any securities issued as a result of the proposed combination by means of a scheme of arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(10) thereof. The announcement on Monday from Aon and Willis Towers Watson that they have abandoned their $30bn mega-merger has plunged the future of Willis Re into even deeper uncertainty as its sale. I work to create solutions people believe in and give value.<br><br>I have broad cross-disciplinary and multi-sector experience and have worked to service rail . You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. The enhanced ability to innovate is a principal motivator for Aon's proposed acquisition of Aon and Willis Towers Watson. DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) announced today that the firms have agreed to terminate their business combination agreement. Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events. None of thesynergies or other cost reductions statements or the EPS or cash flow accretion statements should be construed as a profit forecast or interpreted to mean that Willis Towers Watson, Aon UK or Aon Ireland's profits or earnings in the first full year following the Proposed Combination, or in any subsequent period, will necessarily match or be greater than or be less than those of Willis Towers Watson, Aon UK and/or Aon Ireland for the relevant preceding financial period or any other period. Gallagher has agreed to purchase a group of businesses from Willis Towers Watson that includes: The transaction with Gallagher is contingent on the completion of the pending Aon and Willis Towers Watson combination, as well as other customary closing conditions. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. No statement in this announcement constitutes an asset valuation. View original content to download multimedia:https://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-mutually-agree-to-terminate-combination-agreement-301340911.html, Aon and Willis Towers Watson Mutually Agree to Terminate Combination Agreement, Human Resources Business Process Outsourcing, Investor_Relations@willistowerswatson.com, https://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-mutually-agree-to-terminate-combination-agreement-301340911.html.
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