Proxy Mosaic and Egan-Jones Issue Reports in Support of Proposed
Combination
Company Urges Stockholders to Vote FOR the Proposed Transaction
ARLINGTON, Va.--(BUSINESS WIRE)--Nov. 10, 2015--
Towers Watson & Co. (NASDAQ:TW) a global professional services company,
today announced that proxy advisors Proxy Mosaic, LLC (“Proxy Mosaic”)
and Egan-Jones Ratings Company (“Egan-Jones”), have both recommended
that Towers Watson stockholders vote for the proposed merger of equals
with Willis Group Holdings (NYSE:WSH).
The Company issued the following statement commenting on the Proxy
Mosaic and Egan-Jones reports:
“We are pleased that Proxy Mosaic and Egan-Jones recognize the
compelling strategic rationale and value creation potential of a
Willis/Towers Watson combination. These recommendations further
underscore our belief that this transaction – which is expected to
deliver approximately $4.7 billion in total incremental value to
stockholders – is a unique opportunity to bring together two highly
complementary companies to drive profitable long-term growth. We fully
agree that this transaction is in the best interest of our stockholders,
and encourage them to support the transaction.”
In its November 9, 2015, report, Proxy Mosaic stated1:
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“The combination will allow both companies to accelerate existing
plans for growth in the other company’s respective field, as well as
facilitate market share capture in populations where each firm has
dominance…”
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“Not only does an MoE allow the companies to [combine] at a relatively
low cost; having an experienced counterpart in the other business
would minimize execution risk and allow the combined company to
realize best practices from each other’s business while maintaining
control of its existing businesses while minimizing the loss of human
capital.”
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“Structuring the deal as a merger of equals means forgoing the control
premium typically paid to a target’s shareholders in an acquisition,
but we have seen no evidence that the board’s processes in evaluating
this transaction were anything less than thorough and rigorous. The
fixed exchange ratio was determined on June 10, 2015 based on 60-day
VWAP of both companies as of June 5, 2015 and, according to
management, maximizes consideration due to Towers Watson shareholders.”
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“[T]he real prize for Towers Watson is a fast-tracked brokerage
license that will allow the company to further its own growth agenda,
namely by leveraging Willis’ global distribution network to extend the
reach of its global reach in health insurance.”
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“[W]e believe that the long-term value to be realized in this
combination is compelling, and that the current Towers Watson
management team has the kind of track record of success with
integration to warrant a large degree of trust.”
In its November 5, 2015, report, Egan-Jones stated2:
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“[E]gan-Jones views the proposed transaction to be a desirable
approach in maximizing shareholder value.”
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“[W]e believe that approval of the merger agreement is in the best
interests of the Company and its shareholders and its advantages and
opportunities outweigh the risks associated to the transaction.”
Towers Watson will hold a special meeting of its stockholders to vote on
the proposed merger with Willis at 8:00 a.m. local time on November 18,
2015 at the Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL
33139. Towers Watson stockholders of record as of the close of business
on October 1, 2015 will be entitled to vote at the Towers Watson special
meeting.
Investors with questions about the transaction or how to vote their
shares may contact the Company’s proxy solicitor, MacKenzie Partners
Inc., toll-free at 800-322-2885. Additional information on how to vote
is available at www.willisandtowerswatson.mergerannouncement.com.
About Towers Watson
Towers Watson is a leading global professional services company that
helps organizations improve performance through effective people, risk
and financial management. With 16,000 associates around the world, the
company offers consulting, technology and solutions in the areas of
benefits, talent management, rewards, and risk and capital management.
Learn more at towerswatson.com.
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 Watsonand 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.
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.
1 Permission to quote from the Proxy Mosaic report was
neither sought nor obtained.
2 Permission to quote from the Egan-Jones report was neither
sought nor obtained.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151110006967/en/
Source: Towers Watson & Co.
Investors
Towers Watson & Co.
Aida Sukys, +1
703-258-8033
aida.sukys@towerswatson.com
or
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