ARLINGTON, Va.--(BUSINESS WIRE)--Nov. 20, 2015--
Towers Watson & Co. (NASDAQ:TW), a global professional services company,
announced that today’s Special Meeting of Stockholders to vote on
proposals recommended by Towers Watson’s Board of Directors regarding
its proposed merger with Willis Group Holdings PLC (NYSE:WSH) has been
adjourned to December 11, 2015 at 8:00 a.m. local time and will take
place at The Westin Colonnade, 180 Aragon Avenue, Coral Gables, FL
33134. The Special Meeting of Stockholders has been adjourned in order
to allow stockholders additional time to evaluate the amended merger
agreement which was unanimously approved by the Towers Watson Board on
November 19, 2015.
Under the amended merger agreement, the one-time cash dividend to be
paid to Towers Watson stockholders will be increased to $10.00 per
Towers Watson share. This dividend will be paid to Towers Watson
stockholders of record three business days prior to the closing of the
transaction. A complete copy of the amendment to the merger agreement
has been filed with the Securities and Exchange Commission.
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 on December 11, 2015. Stockholders who have already voted do not
need to recast their votes. Proxies previously submitted will be voted
at the reconvened meeting unless properly revoked. Stockholders who have
not already voted or wish to change their vote are encouraged to do so
using the instructions provided in their voting instruction form or
proxy card.
Towers Watson stockholders, including employee stockholders, are
reminded that their vote is important and are encouraged to complete,
sign, date and mail the proxy card at their earliest convenience. Not
voting or abstaining will have the same effect as a vote against the
merger. Stockholders may also submit a proxy by telephone or via the
Internet by following the instructions printed on the proxy card. If
stockholders have any questions or need assistance with voting, please
contact Towers Watson’s proxy solicitor, Mackenzie Partners, toll-free
at (800) 322-2885.
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 Commission 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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151120005394/en/
Source: Towers Watson & Co.
Investor Contact
Aida Sukys
aida.sukys@towerswatson.com
+1
703-258-8033
or
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