Increases Special Dividend to $10 per Share for Towers Watson
Stockholders
Revised Terms Unanimously Approved by the Towers Watson Board of
Directors
Towers Watson to Adjourn Special Meeting of Stockholders until no
later than December 16, 2015
ARLINGTON, Va.--(BUSINESS WIRE)--Nov. 19, 2015--
Towers Watson & Co. (NASDAQ: TW), a global professional services
company, today announced that it has agreed to amend its previously
announced merger agreement with Willis Group Holdings (NYSE:WSH)
(“Willis”). Under the amended merger agreement, which has been
unanimously approved by the Towers Watson Board of Directors, 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 days prior to the closing
of the transaction.
John Haley, Chairman and Chief Executive Officer of Towers Watson, said,
“We are pleased to announce the revised terms of our proposed merger
with Willis, which are based on our extensive engagement with
stockholders and negotiation with Willis as well as our commitment to
completing this compelling transaction. Under the revised terms, Towers
Watson stockholders will realize increased near-term value while
maintaining the full long-term benefits of the transaction, which is
expected to create approximately $4.7 billion in total incremental value
by bringing together these two highly complementary businesses.”
Mr. Haley continued, “In addition to the previously announced synergies,
the merger will unlock meaningful balance sheet capacity. In the 6-12
months following completion of the transaction, subject to approval from
the Willis Towers Watson Board of Directors, we expect to initiate a
plan to return excess capital to stockholders to achieve a leverage
ratio for the new company broadly in-line with Willis’ current
investment grade rating profile. As a global leader with enhanced scale
advantages and increased balance sheet flexibility, we will be
positioned to significantly accelerate our growth trajectory and deliver
even greater value to stockholders.”
As part of the negotiation process, at Willis’ request, Towers Watson
agreed to pay Willis $60 million if the merger agreement is terminated:
by Willis due to Towers Watson’s breach; or by Willis or Towers Watson
because Willis shareholders fail to approve the issuance of Willis
shares to Towers Watson stockholders in the merger or Towers Watson
stockholders fail to approve the merger agreement. The $60 million
payment represents Willis’ estimate of its merger-related out-of-pocket
fees and expenses. Towers Watson also agreed that Willis will not pay a
fee or be obligated to reimburse Towers Watson’s expenses if the merger
agreement is terminated by Towers Watson or Willis because Willis
shareholders fail to approve the issuance of Willis shares to Towers
Watson stockholders in the merger. A complete copy of the amendment to
the merger agreement will be filed with the Securities and Exchange
Commission.
Towers Watson also announced its intention to adjourn the Special
Meeting of Stockholders, currently scheduled for November 20, 2015,
until no later than December 16, 2015, in order to allow stockholders
additional time to evaluate the amended merger agreement. 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 to be held
no later than December 16, 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 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 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 stockholders 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/20151119005747/en/
Source: Towers Watson & Co.
Investors
Towers Watson & Co.
Aida Sukys, +1
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aida.sukys@towerswatson.com
or
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