Transaction Creates a Leading, Integrated Global Advisory, Broking
and Solutions Firm
Merger Expected to Create Approximately $4.7 Billion in
Incremental Value for Shareholders
Company Recommends Shareholders Vote FOR the Proposed Transaction
ARLINGTON, Va.--(BUSINESS WIRE)--Nov. 6, 2015--
Towers Watson & Co. (NASDAQ:TW), a global professional services company,
today issued the following statement in response to the recommendations
issued by Institutional Shareholder Services Inc. (“ISS”) and Glass,
Lewis & Co. (“Glass Lewis”) regarding the proposed merger of Towers
Watsonand Willis Group Holdings (NYSE:WSH).
“We respectfully disagree with the conclusion reached by ISS and Glass
Lewis. While clearly acknowledging the sound strategic rationale and
synergy potential of the transaction, they focus on short-term trading,
take a narrow view of relative value contribution and unduly discount
the significant long-term value creation potential of the proposed
merger with Willis.
“The transaction is expected to deliver an estimated $4.7 billion in
incremental value for shareholders through clearly-identified cost, tax
and revenue synergies. In addition, the combination is expected to
result in projected Cash Net Income accretion to Towers Watson
shareholders of over 25% for calendar year 2016, increasing to 45% for
calendar year 2018. Based on our proven track record of delivering
substantial shareholder value through transformative transactions, we
are confident that bringing these two companies together will drive
growth and generate significant shareholder value.
“We firmly believe that the combination with Willis is in the best
interest of our shareholders and remain committed to successfully
completing the transaction. The Towers Watson Board of Directors
continues to recommend that shareholders vote for the proposed
transaction at the upcoming special meeting.”
Towers Watson noted that ISS acknowledges there are significant
strategic and financial benefits to a combination of the two companies1:
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“[T]he potential long-term benefits of the deal appear compelling…"
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“[A] combined entity would benefit from certain factors, including
cost synergies and the potential revenue opportunity of better mating
Towers' healthcare exchange with Willis' distribution network.”
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“[I]ntegrating the [exchange] product with a powerful distribution
system is more critical than a backward-looking analysis of growth
rates can convey.”
Similarly, Glass Lewis noted2:
-
“[W]e believe the strategic rationale underpinning the proposed merger
is sound. We believe the merger would enhance the overall competitive
position of the companies, improve their ability to serve a broader
range of clients, create an extensive offering of products and
solutions and establish a stronger platform for growth and future
investments.”
-
“[W]e recognize the strategic merit of the merger and the potential to
achieve greater financial performance than either company could on its
own in the long term…”
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“[W]e also acknowledge that Towers Watson management has a track
record of delivering shareholder value following a transformative
transaction.”
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“In our opinion, the proposed merger is the result of a thorough
review of strategic alternatives. Towers Watson's evaluation of a
potential combination with Willis involved various members of
management, independent directors and external business, financial and
legal advisors, all of whom assessed aspects of the potential value
creation opportunities, the cultural compatibility and the strategic
and financial implications of the proposed 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 ISS report was neither sought
nor obtained.
2 Permission to quote from the Glass Lewis
report was neither sought nor obtained.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151105007095/en/
Source: Towers Watson & Co.
Investors
Towers Watson & Co.
Aida Sukys,
+1-703-258-8033
aida.sukys@towerswatson.com
or
Media
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