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 will be set out in the formal scheme documentation (the “Scheme Document”). In considering the Proposed Combination, WTW shareholders should rely only on the information contained and procedures described in the Scheme Document.
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.
If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the “I disagree” box below.
By clicking on the “I agree” box below, you certify that you will not forward, transmit, share or show the Information to any person. In particular, you certify that you will not forward, transmit, share or show the Information to any jurisdiction where it would be unlawful to do so. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
FORWARD LOOKING STATEMENTS
This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations of management about future events. 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,” “potential,” “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.
Although management believe that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Such factors include, but are not limited to, the possibility that the Proposed Combination will not be consummated, failure to obtain necessary shareholder or regulatory approvals or to satisfy any of the other conditions to the Proposed Combination, adverse effects on the market price of Aon plc (“Aon UK”), Aon Limited (“Aon Ireland”) and/or WTW securities and on Aon UK’s, Aon Ireland’s and/or WTW’s operating results for any reason, including, without limitation, because of the failure to consummate the Proposed Combination, the failure to realize the expected benefits of the Proposed Combination (including anticipated revenue and growth synergies), the failure to effectively integrate the combined companies following consummation of the Proposed Combination, negative effects of an announcement of the Proposed Combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the proposed consummation of or failure to consummate the Proposed Combination on the market price of Aon UK, Aon Ireland and/or WTW securities, significant transaction and integration costs or difficulties in connection with the Proposed Combination and/or unknown or inestimable liabilities, potential litigation associated with the Proposed Combination, the potential impact of the announcement or consummation of the Proposed Combination on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies following the consummation of the Proposed Combination.
The factors identified above are not exhaustive. Aon UK, Aon Ireland, WTW and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. 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. Forward-looking statements should therefore be construed in the light of such factors. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made.
Further information concerning Aon UK and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Aon UK’s results of operations and financial condition (and which shall apply equally to Aon Ireland following the completion of the reorganization of Aon UK as described in Aon UK’s Proxy Statement on Schedule 14A, dated and filed with the Securities and Exchange Commission of the United States (“SEC”) on December 20, 2019), is contained in Aon UK’s filings with the SEC. See Aon UK’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and additional documents filed by Aon UK and/or Aon Ireland with the SEC, the contents of which are not incorporated by reference into, nor do they form part of this communication, for a further discussion of these and other risks and uncertainties applicable to Aon UK’s and Aon Ireland’s businesses.
Further information concerning WTW and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect WTW’s results of operations and financial condition, is contained in WTW’s filings with the SEC. See WTW’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and additional documents filed by WTW with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this Announcement, for a further discussion of these and other risks and uncertainties applicable to WTW’s businesses.
Any forward-looking statements set out in this website or the documents contained in this website are based upon information available as of the date of access or the date of each of the documents contained in this website, as the case may be. Such forward-looking statements, while believed to be true when made, may ultimately prove to be incorrect. Other than in accordance with legal or regulatory obligations, neither WTW nor Aon UK is under any obligation, and each expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to Aon UK, Aon Ireland, 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.
PARTICIPANTS IN A SOLICITATION
Aon UK, WTW and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in proposed connection with the Proposed Combination. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement. Additional information about Aon UK’s directors and executive officers is contained in Aon UK’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 26, 2019. Additional information about WTW’s directors and executive officers is contained in WTW’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 3, 2019.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, WTW expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Proposed Combination to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
In relation to any materials contained on this website, the only responsibility accepted by any responsible representative of WTW (the “Responsible Persons”), where applicable, is for the correctness and fairness of their reproduction or presentation unless the responsibility statement in any relevant document expressly provides otherwise.
The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the website and not for any other information on the website which you may visit on leaving the website.
None of the Responsible Persons, WTW or any of its affiliates, its partners, employees, directors, members, officers, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website or WTW website by a third party.
This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
In particular, this communication is not an offer of securities for sale into the United States. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements.
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.
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 WTW shareholders may vote in respect of the proposed combination.
Important Additional Information Will Be Filed With The SEC
Aon Ireland and WTW will prepare a joint proxy statement (which will contain the Scheme documentation) to be distributed to WTW 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 WTW shareholders meetings and information on the Class A ordinary shares of Aon Ireland to be issued under the proposed combination.
The joint proxy statement will be filed with the SEC. This document, if and when filed, as well as WTW’s, Aon UK’s and Aon Ireland’s other public filings with the SEC, may be obtained without charge at the SEC’s website at www.sec.gov and, in the case of Aon UK’s and Aon Ireland’s filings, at Aon UK’s website at www.aon.com, and in the case of WTW’s filings, at WTW’s website at www.willistowerswatson.com.
BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON UK, AON IRELAND AND/OR WTW SECURITIES ARE URGED TO READ THOSE FILINGS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE PROPOSED COMBINATION.
Any vote in respect of resolutions to be proposed at the WTW shareholders meetings to approve the proposed combination, the Scheme or related matters, or other responses in relation to the proposed combination, should be made only on the basis of the information contained in the joint proxy statement (including the Scheme documentation). Similarly, any vote in respect of resolutions to be proposed at the Aon Ireland shareholders meeting to approve the issuance of Class A ordinary shares of Aon Ireland under the proposed combination should be made only on the basis of the information contained in the joint proxy statement.
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.
By clicking on “I agree” below, you confirm and agree certain matters including that you:
• have read, understood and agreed to be bound by the terms of the notice set out above and that you are not in, or a resident, national or citizen of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction;
• confirm and agree that you are permitted to access and proceed into this website;
• confirm and agree that you will not forward, transmit, share, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information or other information on this website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Failure to comply with any such restrictions may constitute a violation of the laws and / or regulations of any such jurisdiction;
• represent and warrant to WTW that you intend to access this website for information purposes only, that you have read and understood this notice and that you understand that it may affect your rights or responsibilities; and
• confirm that you are permitted to proceed to this website.
If you are not permitted to view or download the Information on this website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please DO NOT ENTER THIS WEBSITE AND DO NOT VIEW THE INFORMATION by clicking on the “I disagree” box below and seek independent advice. Neither WTW, nor its advisers, assumes, and each expressly disclaims, any responsibility for any violation by any person of any of these restrictions.
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