Current Report Filing (8-k)
July 13 2015 - 6:10AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 13, 2015
Willis Group Holdings Public Limited Company
(Exact name of registrant as specified in its charter)
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| Ireland |
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001-16503 |
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98-0352587 |
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of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
c/o Willis Group Limited, 51 Lime Street, London, EC3M 7DQ, England and Wales
(Address, including Zip Code, of Principal Executive Offices)
Registrant’s telephone number, including area code: (011) (44)-(20)-3124-6000
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 7.01. |
Regulation FD Disclosure |
A copy of the investor presentation referred to in Item 8.01 below is
furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
On July 13, 2015, Willis Group Holdings plc made available an investor presentation
in connection with its previously announced proposed merger transaction with Towers Watson & Co.
| Item 9.01 |
Financial Statements and Exhibits |
The following exhibit is furnished as part of this Report.
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| Exhibit
Number |
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Description |
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| 99.1 |
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Investor Presentation, dated July 13, 2015 |
Responsibility Statement
The directors of Willis accept responsibility for the information contained in this document other than that relating to Towers Watson, the Towers Watson Group
and the directors of Towers Watson and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Willis (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.
Important Information About the Transaction and Where to Find It
This document shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor shall
there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Willis plans to file with the SEC a
Registration Statement on Form S-4 in connection with the transaction. Willis and Towers Watson plan to file with the SEC and mail to their respective shareholders a Joint Proxy Statement/Prospectus in
connection with the transaction. The Registration Statement and the Joint Proxy Statement/Prospectus will contain important information about Willis, Towers Watson, the transaction and related matters. Investors and security holders are urged to
read the Registration Statement, the Joint Proxy Statement/Prospectus and other related documents carefully when they are available.
Investors and
security holders will be able to obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus and other related documents filed with the SEC by Willis and Towers Watson through the web site maintained by the SEC at
www.sec.gov or by contacting the investor relations department of Willis or Towers Watson at the following:
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| WILLIS |
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TOWERS WATSON |
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| 200 Liberty Street, 7th Floor New
York, NY 10281-1003 Attention: Investor Relations |
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901 N. Glebe Road Arlington, VA 22203
Attention: Investor Relations |
| (212) 915-8084 |
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(703) 258-8000 |
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| investor.relations@willis.com |
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investor.relations@towerswatson.com |
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Participants in the Solicitation
Willis and Towers Watson, and their respective directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of
the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of Willis, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in Willis’s
Form 10-K for the year ended December 31, 2014 and its proxy statement filed on April 17, 2015, which are filed with the SEC. Information regarding Towers Watson’s directors and executive officers, and their direct or indirect
interests in the transaction, by security holdings or otherwise, is contained in Towers Watson’s Form 10-K for the year ended June 30, 2014 and its proxy statement filed on October 3, 2014, which are filed with the SEC. A more
complete description will be available in the Registration Statement and the Joint Proxy Statement/Prospectus.
Forward Looking Statements
This document contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not historical facts,
including statements regarding expectations, hopes, intentions or strategies regarding the future are forward-looking statements. Forward-looking statements are based on Willis or Towers Watson management’s beliefs, as well as assumptions made
by, and information currently available to, them. Because such statements are based on expectations as to future financial and operating results and are not statements of fact, actual results may differ materially from those projected. Willis and
Towers Watson undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but are not
limited to: the ability to consummate the proposed transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed transaction on the proposed terms and
schedule; the ability of Willis and Towers Watson to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact of the announcement or
consummation of the proposed transaction 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 Willis and Towers Watson face; compliance with extensive government regulation; the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses; and other risks detailed in
the “Statement Regarding Forward-Looking Information,” “Risk Factors” and other sections of Willis’s and Towers Watson’s Form 10-K and other filings with the Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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| Date: July 13, 2015 |
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WILLIS GROUP HOLDINGS PUBLIC
LIMITED COMPANY |
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By: |
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/s/ Matthew Furman |
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Name: |
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Matthew Furman |
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Title: |
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Group General Counsel |
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EXHIBIT INDEX
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| Exhibit
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Description |
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| 99.1 |
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Investor Presentation, dated July 13, 2015 |
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1 Supplemental Investor Information July 13, 2015 Exhibit 99.1 |
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2 Forward Looking Statements This document contains forward-looking statements that involve a number of risks and uncertainties. Statements that are not
historical facts, including statements regarding expectations,
hopes, intentions or strategies regarding the future are forward- looking statements. Forward-looking statements are based on Willis or Towers Watson management’s beliefs, as well as
assumptions made by, and information currently available to,
them. Because such statements are based on expectations as to
future financial and operating results and are not statements of fact, actual
results may differ materially from those projected. Willis
and Towers Watson undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. The risks and uncertainties which forward-looking statements are subject to include, but
are not limited to: the ability to consummate the proposed
transaction; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the proposed transaction on the proposed terms and
schedule; the ability of Willis and Towers Watson to successfully
integrate their respective operations and employees and realize
synergies and cost savings at the times, and to the extent, anticipated; the
potential impact of the announcement or consummation of the
proposed transaction 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 Willis and Towers Watson face; compliance with extensive
government regulation; the combined company’s ability to make
acquisitions and its ability to integrate or manage such acquired businesses;
and other risks detailed in the “Statement Regarding
Forward-Looking Information,” “Risk Factors” and other
sections of Willis’s and Towers Watson’s Form 10-K and other filings with the Securities and Exchange Commission. |
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3 Transaction Overview Transaction Structure Merger of equals Approximately $18 billion transaction value Pro forma ownership: 50.1% Willis shareholders and 49.9% Towers Watson shareholders, on a
fully diluted basis
Combined company will be named Willis Towers Watson
Shareholder Consideration Towers Watson shareholders to receive 2.6490 Willis shares for each Towers Watson share Towers Watson shareholders to receive one-time $4.87 per share cash dividend pre-closing
Subject to Willis shareholder approval, Willis will implement at the time of
the merger a 2.6490 for one reverse stock split, so that one
Willis share will be converted into 0.3775 shares of the
combined company
(1) If the reverse split is approved, Towers Watson shareholders to receive 1 share of the combined
company for each Towers Watson share
Governance James McCann to be Chairman John Haley to be CEO Dominic Casserley to be President and Deputy CEO Roger Millay to be CFO 12 person Board; 6 Willis directors and 6 Towers Watson directors Domicile/ Locations Maintain Irish domicile and significant presence in major markets globally
Closing Conditions Closing expected by December 31, 2015 Subject to customary closing conditions, including Willis and Towers Watson shareholder approvals and regulatory approvals (1) Merger is not conditioned on approval of the reverse stock split. |
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4 Highly Complementary Combination Delivers Compelling Value COMBINATION LEVERAGES UNIQUE STRENGTHS OF BOTH COMPANIES TO ADVANCE STRATEGIC PRIORITIES Merger of equals reflects complementary assets and facilitates value-creating integration
MANAGEMENT TEAM BRINGS SUCCESSFUL MERGER OF EQUALS INTEGRATION TRACK
RECORD
Proven ability to create shareholder value
GENERATES ESTIMATED AGGREGATE $4.65 BILLION IN INCREMENTAL VALUE FOR
SHAREHOLDERS OF BOTH COMPANIES
CREATES LEADING GLOBAL ADVISORY, BROKING AND SOLUTIONS FIRM WITH PROVEN
BUSINESS MODEL
Continues current expectation for top line growth and margins and greatly
enhances anticipated EPS growth |
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5 Estimated $4.65 Billion in Total Incremental Value ~$1.5 billion in value from revenue synergies (3) ~$1.65 billion in value from cost synergies (5) $100-125 million of run-rate cost synergies Incremental to Operational Improvement Program ~$1.5 billion in value from tax savings (2016) on existing Towers Watson earnings (4) $18.15 $1.65 $1.5 $1.5 $22.8 (1) ($bn) Estimated Value to Shareholders $11.5 billion (including $337 million special dividend) (2) $11.3 billion (1) $22.8 billion is
pre-dividend. $22.5 billion is ex-dividend. The combined
market capitalization of $18.1 billion is as of June 29, 2015. (2) Calculated as 49.9% pro forma ownership (ex-dividend) plus the special one-time dividend of $337mm. (3) ~$525mm of run-rate revenue synergies capitalized based on Towers Watson’s average P/E of ~20x and Willis’ average P/E of ~17x (6-month average NTM P/E preceding announcement).
(4)
Illustratively represents ~$75 million of savings per annum at Towers Watson capitalized at Towers Watson calendar year 2016E cash P/E
multiple of 20.3x as of June 29, 2015. (5) $125 million run-rate synergies capitalized based on Towers Watson’s average P/E of ~20x and Willis’ average P/E of ~17x (6-month average NTM P/E preceding
announcement). 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 |
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6 Estimated Annual Revenue Opportunity by Year 3: $375-$675 Million $100-$400 million ~$200 million ~$75 million MIDDLE MARKET EXCHANGE Segment includes 40+ million employees and has a higher adoption rate than large-market segment Willis’ 20,000 mid-market U.S. relationships provide access to nearly half of
the addressable market
LARGE MARKET P&C BROKERAGE
Willis has a ~3.5% share of $10+ billion U.S. large P&C corporate
market Towers Watson has existing relationships with 80% of the
companies in the market, best-in-class insurance
analytics and a strong brand GLOBAL HEALTH AND GROUP
BENEFITS Towers Watson is globalizing market leading
Liazon platform
Willis provides expanded distribution network of more than 120
countries |
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7 Important Information Responsibility Statement WILLIS TOWERS WATSON 200 Liberty Street, 7th Floor New York, NY 10281-1003 901 N. Glebe Road Arlington, VA 22203 Attention: Investor Relations Attention: Investor Relations 212-915-8084 703-258-8000 investor.relations@willis.com investor.relations@towerswatson.com The directors of Willis accept responsibility for the information contained in this document other than that relating to Towers Watson,
the Towers Watson Group and the directors of Towers Watson and
members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Willis (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.
The directors of Towers Watson accept responsibility for the information
contained in this document relating to Towers Watson, the Towers Watson Group and the directors of Towers Watson and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the
directors of Towers Watson (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.
Important Information About the Transaction and Where to Find It
Willis and Towers Watson, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding the directors and executive officers of Willis, and their direct or indirect interests in the
transaction, by security holdings or otherwise, is contained in
Willis’s Form 10-K for the year ended December 31, 2014 and its proxy
statement filed on April 17, 2015, which are filed with the SEC. Information regarding Towers Watson’s directors and executive officers, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in Towers
Watson’s Form 10-K for the year ended June 30, 2014 and its proxy statement filed on October 3, 2014, which are filed with the SEC. A more complete description will be available in the Registration
Statement and the Joint Proxy Statement/Prospectus.
Participants in the Solicitation
This document shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Willis plans to file with the SEC a Registration Statement on Form S-4 in
connection with the transaction. Willis and Towers Watson plan to file with the SEC and mail to their respective shareholders a Joint Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Joint Proxy
Statement/Prospectus will contain important information about Willis, Towers Watson, the transaction and related matters. Investors and security holders are urged to read
the Registration Statement, the Joint Proxy Statement/Prospectus and other related documents carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement, the Joint Proxy Statement/Prospectus and
other related documents filed with the SEC by Willis and Towers
Watson through the web site maintained by the SEC at www.sec.gov or by contacting the investor relations department of Willis or Towers Watson at the following: |