Amended agreement would result in Towers
Watson shareholders receiving a one-time cash dividend of $10.00
per Towers Watson share pre-closing, an increase of $5.13 per
Towers Watson share (or $357.4 million in aggregate) over the
original terms of the agreement
Willis Group Holdings (NYSE:WSH) today announced an amendment to
its merger agreement with Towers Watson (NASDAQ:TW) of June 30,
2015, under which the firms proposed combining in an all-stock
merger of equals transaction.
Under the amended agreement, Towers Watson shareholders will
receive a one-time cash dividend of $10.00 per Towers Watson share
pre-closing, an increase of $5.13 per Towers Watson share over the
original terms of the agreement. The revised transaction terms have
been unanimously approved by each company’s Board of Directors.
There will be no change to the number of Willis shares that
Towers Watson shareholders will receive for each Towers Watson
share, to the terms of the proposed reverse stock split, or to the
management and governance arrangements originally announced. As
before, the combined company will be named Willis Towers
Watson.
Both firms’ shareholder meetings to consider the amended
transaction will be held no later than December 16, 2015.
This transaction is expected to deliver $4.7 billion in
long-term shareholder value through incremental revenue growth,
expected cost synergies of $100-125 million, and tax efficiencies.
The merger will also unlock meaningful balance sheet capacity.
Pending the approval of the new board, in the 6-12 months following
the close of the deal, we will initiate a plan to return capital to
shareholders to achieve a leverage ratio for the new company
broadly in-line with Willis' investment grade rating profile.
Dominic Casserley, Willis Chief Executive Officer, said: “We
believe that the combination of Willis and Towers Watson will
create significant value for our shareholders, and that together we
can achieve significantly more at a faster pace than we can
independently.
“In order to enable Towers Watson shareholder support, we are
therefore agreeing to allow Towers Watson to increase the pre-close
cash dividend. This is not a decision that we take lightly.
However, for an increment of $179 million (50.1% of $357.4
million), Willis shareholders have the opportunity to receive 50.1%
of an estimated $4.7 billion of additional value that the deal is
expected to generate.”
The one-time cash dividend will be funded by Towers Watson
pre-closing, and any debt incurred to fund the dividend will
continue as an obligation of Towers Watson as a subsidiary of the
combined firm, Willis Towers Watson.
ValueAct Capital – owner of approximately 10.3% of the common
stock of Willis and 0.68% of the common stock of Towers Watson –
remains fully committed to backing the deal with its amended
terms.
Willis shareholders of record as of October 2, 2015 remain
eligible to vote at the reconvened meeting. Willis shareholders who
have already voted and do not wish to change their vote do not need
to recast their votes. Proxies previously submitted will be
voted at the reconvened meeting unless properly revoked.
Willis investors with questions regarding the transaction or how to
vote their shares may contact the firm’s proxy solicitor, Morrow
& Co, LLC at 1 (800) 278-2141. The Willis meeting will take
place no later than December 16, 2015.
Additional information is available at
www.willisandtowerswatson.mergerannouncement.com
About Willis Group
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 Willis’ and Towers Watson’s Annual Reports on Form 10-K for
their most recent fiscal years, as may be updated in their
subsequent filings with the Securities and Exchange 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:
Miles Russell
+44 20 3124 7446
+44 7903 262118
miles.russell@willis.com
Stephen Cohen
+1 212 886 9332
Stephen.Cohen@teneostrategy.com
Investors:
Matt Rohrmann
+1 212 915 8180
Matt.Rohrmann@Willis.com