Urges Stockholders to Vote “FOR” the Merger with Willis Today
Combination Expected to Create Approximately
Included below is the full text of the letter to
Dear Fellow Stockholder,
As you know, our Special Meeting of Stockholders will be held on
SUPPORT THE LONG-TERM VALUE CREATION POTENTIAL OF THE WILLIS TOWERS WATSON MERGER
Over the past several months, we have engaged closely with stockholders,
analysts and proxy advisors regarding the merits of the
- This is a compelling strategic transaction that presents a unique opportunity to enhance the competitive position of both companies in a manner that could not be achieved on a standalone basis.
- The transaction is likely to generate significant value through clearly defined cost savings, revenue synergies and tax efficiencies, driving both value creation and earnings accretion.
With the vote rapidly approaching, we note that a limited number of stockholders remain fixated on a set of short-term tactical arguments in an attempt to extract additional value from our merger partner. While these investors are unlikely to benefit from the long-term value creation this transaction offers, they are seeking to benefit from short-term, leverage-funded transfers of value. Simply put, their interests are not aligned with our focus on long-term value creation.
For this reason, our Board continues to feel that it is important to set the record straight with regard to the limited arguments in opposition to this transaction that remain:
The Proposed Transaction Structure is Compelling.
This is NOT a transaction where the value proposition to stockholders
is in the form of a cash premium at closing. As is characteristic of a
merger of equals, the stockholders of
Towers Watsonwill own approximately 50% of the combined company, and will benefit from the significant incremental value we expect to create together. In fact, when you account for the value of the dividend, the economic split is more than 50% in favor of Towers Watsonstockholders.
As we combine
Towers Watsonand Willis, a merger of equals enables us to retain our most important assets – our people and our clients – mitigating a key risk of prior business combinations within our industry and preserving value for stockholders.
The Towers Watson Board is Focused on Driving
Long-Term Value for its Stockholders. Do not let short-term
investors with interests that are not aligned with yours imperil this
deal. The facts are clear – the Board carefully evaluated, analyzed
and negotiated this transaction with the best interests of its
stockholders in mind.
Towers Watsonmanagement team has a proven track record of delivering substantial stockholder value through transformative transactions, including the highly successful Towers Perrin/Watson Wyatt merger of equals in 2010. The proposed Willis Towers Watsonmanagement team is confident in their ability to build on that success.
Our objective is simple: we intend to continue to deliver long-term value to our stockholders. As a Board, we are confident that the merger with Willis accelerates our strategy to meet that objective.
IT IS NOT TOO LATE TO VOTE “FOR” THE CREATION OF WILLIS TOWERS WATSON
If you have not yet voted, it is not too late to do so. Again, we urge you to sign and return your proxy card today to approve our merger of equals with Willis.
The Towers Watson Board believes the
Following the merger,
CAST YOUR VOTE TODAY!
Your vote is very important. Every vote counts. Not voting or
abstaining will have the same effect as a vote against the merger. To
ensure your representation at the
Please vote promptly whether or not you expect to attend the
On behalf of the Towers Watson Board and management team, thank you for your continued support.
John J. Haley
Chairman and Chief Executive Officer
Towers Watson & Co.
Linda D. Rabbitt
Lead Independent Director
Towers Watson & Co.
Where You Can Find Additional Information
In connection with the proposed merger of
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
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
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
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