Willis Group Holdings (NYSE:WSH) intends to convene and vote to
adjourn today’s Extraordinary General Meeting (EGM) without voting
on any other proposals before its shareholders. The decision was
made as a result of Towers Watson’s announcement that it has
adjourned its Special Meeting of Stockholders in order to provide
additional time for its shareholders to vote.
The Willis Group EGM was called to vote on four proposals
related to the Company’s proposed merger of equals with Towers
Watson (Nasdaq:TW), including a proposal granting Willis the
ability to adjourn the meeting to a later date. Pending
confirmation that shareholders have voted in favour of that
proposal, the meeting will be adjourned and reconvened on 20
November at 09:30 EST.
Dominic Casserley, Willis Group Chief Executive Officer, said:
“We continue to believe that the proposed deal is powerful for both
sets of shareholders. Bringing together Willis and Towers Watson is
expected to generate significant value through very achievable cost
savings, incremental revenues and tax benefits. Both companies have
successful growth strategies in their own right, but we can achieve
more together, and faster, than we can alone.”
As previously disclosed, the merger is expected to create $4.7
billion in incremental shareholder value. The combined company is
expected to generate between $375-675 million in incremental annual
revenue in its healthcare exchange, large market property &
casualty insurance broking, and global benefits consulting
business. The companies also project annual cost savings of between
$100-125 million, and a further $75 million in annual tax
savings.
“We will continue our dialogue with shareholders of both
companies, encouraging them to support this deal as it will drive
value creation for both sets of shareholders.” said James McCann,
Chairman of Willis Group.
In addition to merger synergies, Willis brings the promise of
strong growth and significant margin improvement to the merged
company. Through the first nine months of this year, Willis
delivered 7% underlying growth in commissions and fees through its
diverse portfolio of products and geographies. The company’s
recent strategic M&A activity – including purchases of Miller
Insurance and Max Matthiessen, and the pending acquisition of Gras
Savoye – are driving additional growth. In addition, the company’s
Operational Improvement Program (OIP) continues to exceed
expectations: this year Willis raised its expected annualized OIP
cost savings by the end of the program to $325 million.
Willis shareholders of record as of October 2, 2015 remain
eligible to vote at the rescheduled meeting. The meeting will take
place at November 20th 2015 at Willis’ New York offices at 200
Liberty Street, New York, NY, at 09:30 EST.
If a Willis shareholder has previously submitted its proxy card
and does not wish to change its vote, no further action is
required. A Willis shareholder wishing to change its vote or with
questions about the transaction or how to vote their shares may
contact the firm’s proxy solicitor, Morrow & Co, LLC at 1 (800)
278-2141.
Additional information is available at
www.willisandtowerswatson.mergerannouncement.com.
About Willis
Willis Group Holdings plc, is a leading global risk advisory,
re/insurance broking and human capital and benefits firm. With
roots dating to 1828, Willis operates today on every continent with
more than 18,000 employees in over 400 offices. Willis offers its
clients superior expertise, teamwork, innovation and market-leading
products and professional services in risk management and transfer.
Our experts rank among the world's leading authorities on
analytics, modelling and mitigation strategies at the intersection
of global commerce and extreme events. Find more information at our
Website, www.willis.com, our leadership journal, Resilience, or our
up-to-the-minute blog on breaking news, WillisWire. Across
geographies, industries and specialisms, Willis provides its local
and multinational clients with resilience for a risky world.
Where You Can Find Additional Information
In connection with the proposed merger of Towers Watson and
Willis Group, Willis Group filed a registration statement on Form
S-4 with the Securities and Exchange Commission (the “Commission”)
that contains a joint proxy statement/prospectus and other relevant
documents concerning the proposed transaction. The registration
statement on Form S-4 was declared effective by the SEC on October
13, 2015. Each of Towers Watson and Willis Group mailed the joint
proxy statement/prospectus to its respective stockholders on or
around October 13, 2015. YOU ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN OR WILL BE FILED WITH THE COMMISSION AS THEY BECOME AVAILABLE
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
TOWERS WATSON, WILLIS GROUP AND THE PROPOSED TRANSACTION. You may
obtain the joint proxy statement/prospectus and the other documents
filed with the Commission free of charge at the Commission’s
website, www.sec.gov. In addition, you may obtain free copies of
the joint proxy statement/prospectus and the other documents filed
by Towers Watson and Willis Group with the Commission by requesting
them in writing from Towers Watson, 901 N. Glebe Road, Arlington,
VA 22203, Attention: Investor Relations, or by telephone at (703)
258-8000, or from Willis Group, Brookfield Place, 200 Liberty
Street, 7th Floor, New York, NY, 10281-1003, Attention: Investor
Relations, or by telephone at (212) 915-8084.
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.
Forward-Looking Statements
This document contains “forward-looking statements” within the
meaning of the Private Securities Litigation Reform Act of 1995.
You can identify these statements and other forward-looking
statements in this document by words such as “may”, “will”,
“would”, “expect”, “anticipate”, “believe”, “estimate”, “plan”,
“intend”, “continue”, or similar words, expressions or the negative
of such terms or other comparable terminology. These statements
include, but are not limited to, the benefits of the business
combination transaction involving Towers Watson and Willis Group,
including the combined company’s future financial and operating
results, plans, objectives, expectations and intentions and other
statements that are not historical facts. Such statements are based
upon the current beliefs and expectations of Towers Watson’s and
Willis Group’s management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in
the forward-looking statements.
The following factors, among others, could cause actual results
to differ from those set forth in the forward-looking statements:
the ability to obtain governmental approvals of the transaction on
the proposed terms and schedule; the failure of Towers Watson
stockholders and Willis Group shareholders to approve the
transaction; the failure of the transaction to close for any
reason; the risk that the businesses will not be integrated
successfully; the risk that anticipated cost savings and any other
synergies from the transaction may not be fully realized or may
take longer to realize than expected; 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; compliance with extensive government regulation; the
combined company’s ability to make acquisitions and its ability to
integrate or manage such acquired businesses.
Additional risks and factors are identified under “Risk Factors”
in Towers Watson’s Annual Report on Form 10-K filed on August 14,
2015, which is on file with the Commission, and under “Risk
Factors” in the joint proxy statement/prospectus.
You should not rely upon forward-looking statements as
predictions of future events because these statements are based on
assumptions that may not come true and are speculative by their
nature. Neither Towers Watson or Willis Group undertakes an
obligation to update any of the forward-looking information
included in this document, whether as a result of new information,
future events, changed expectations or otherwise.
Contact:
Media:
Juliet Massey
+44 20 3124 7452
+44 7984 156739
Juliet.Massey@willis.com
Stephen Cohen
+1 212 886 9332
Stephen.Cohen@teneostrategy.com
Investors:
Matt Rohrmann
+1 212 915 8180
Matt.Rohrmann@Willis.com