Willis Re operations globally, excluding operations in mainland China and Hong Kong; Global cedent facultative reinsurance, excluding operations in mainland China and Hong Kong; Corporate Risk and Broking business unit known as Inspace globally and certain business undertaken for Aerospace Manufacturing clients; Corporate Risk and Broking services in certain countries in Europe (France, Germany, the Netherlands and Spain), excluding Affinity; Bermuda; cyber in the UK; and certain accounts in the Houston and San Francisco offices in the U.S.; Corporate Risk and Broking services for Property & Casualty and Finex insurance in the European Economic Area, UK, U.S., Brazil and Hong Kong relating to certain large multinational companies headquartered in France, Germany, the Netherlands and Spain; Corporate Risk and Broking Finex accounts relating to certain large multinational companies headquartered in the UK; and. Aon UK, Willis Towers Watson and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in proposed connection with the proposed combination. These forward-looking statements include information about possible or assumed future results of Aon's and/or WTW's operations, the uncertainty surrounding the COVID-19 pandemic, the pending combination of Aon and WTW (the "Combination"), expectations related to regulatory approvals of the Combination, and divestitures to be made in connection with the Combination. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Any or all of Aon's and WTW's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's or WTW's performance. ", Case added, "Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. The factors identified above are not exhaustive. Chicago, Illinois, United States. In a joint statement, Aon and WTW noted their disagreement with the decision. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Other unknown or unpredictable factors could also cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. We are confident that the combination would have accelerated our shared ability to innovate on behalf of clients, but the inability to secure an expedited resolution of the litigation brought us to this point. Striving to do what is right even when difficult. NEWS. Important Additional Information Will Be Filed With The SEC. Subject to the right of Aon UK (and Aon Ireland, as applicable) to implement the proposed combination by way of a Takeover Offer as an alternative to the Scheme, and subject to the provisions of the Business Combination Agreement and with the Irish Takeover Panel's consent, the proposed combination will be implemented solely by means of the Scheme documentation, which will contain the full terms and conditions of the proposed combination, including details of how Willis Towers Watson shareholders may vote in respect of the proposed combination. The announcement on Monday from Aon and Willis Towers Watson that they have abandoned their $30bn mega-merger has plunged the future of Willis Re into even deeper uncertainty as its sale. The Board of Directors will comprise proportional members from Aon and Willis Towers Watson's current directors. Statements Required by the Irish Takeover RulesThe directors of Aon accept responsibility for the information contained in this document relating to Aon. View original content to download multimedia:http://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-wtw-take-important-step-toward-the-close-of-proposed-combination-with-agreement-to-sell-set-of-wtw-assets-to-gallagher-301289733.html, Aon and Willis Towers Watson (WTW) Take Important Step Toward the Close of Proposed Combination with Agreement to Sell Set of WTW Assets to Gallagher, Human Resources Business Process Outsourcing, Investor_Relations@willistowerswatson.com, http://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-wtw-take-important-step-toward-the-close-of-proposed-combination-with-agreement-to-sell-set-of-wtw-assets-to-gallagher-301289733.html. Neither Aon nor WTW is under, and each expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. Accretion to adjusted EPS, reflecting the synergy potential of the combination, consistent with initially announced accretion projections in year three and over the long term. The European Commission (EC) is currently conducting an antitrust review of Aon's proposed $30 billion bid for Willis Towers Watson.. No statement in this announcement constitutes an asset valuation. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ). Aon Ireland and Willis Towers Watson will prepare a joint proxy statement (which will contain the Scheme documentation) to be distributed to Willis Towers Watson shareholders and Aon Ireland shareholders, containing further information relating to the implementation of the proposed combination, the full terms and conditions of the Scheme, notices of the Aon Ireland and the Willis Towers Watson shareholders meetings and information on the Class A ordinary shares of Aon Ireland to be issued under the proposed combination. Technology, Operations & Change leader with a proven track record of shaping & delivering wide ranging impact globally across diverse businesses and cultures. 3 Statements in this announcement that the combination of Aon and Willis Towers Watson is accretive to adjusted EPS should not be interpreted to mean that Aon earnings per share in the current or any future financial period will necessarily match or be greater than or be less than those for the relevant preceding financial period. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. The proposed combination was first announced on March 9, 2020. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. Aon's financial advisor in respect of the Proposed Combination is Credit Suisse Securities (USA) LLC and its legal advisors are Latham & Watkins, LLP, Freshfields Bruckhaus Deringer LLP and Arthur Cox. Under the terms of the agreement unanimously approved by the Boards of Directors of both companies, each Willis Towers Watson shareholder will receive 1.08 Aon ordinary shares for each Willis Towers Watson ordinary share, and Aon shareholders will continue to own the same number of ordinary shares in the combined company as they do immediately prior to the closing. Shareholders of both firms approved the merger in August. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations of management about future events. 2Statements in this document that the Proposed Combination is accretive to adjusted EPS should not be interpreted to mean that Aon UK, Aon Ireland or Willis Towers Watson earnings per share in the current or any future financial period will necessarily match or be greater than or be less than those for the relevant preceding financial period. The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. For more information about Willis Towers Watson, see www.willistowerswatson.com. Eversheds Sutherland Offices Aon will maintain operating headquarters in London. Aon. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Aon reserves the right within the next 12 months to set aside this announcement where so permitted under Rule 2.8 (including Rule 2.8 (c) (ii)). Follow Aon on Twitterand LinkedInStay up to date by visiting the Aon Newsroom and hear from Aon's expert advisors in The One Brief. 4 July 26, 2021 Two of the world's largest insurance brokers, Aon and Willis Towers Watson, announced on Monday that they had called off a planned $30 billion merger, just a little more than a. 3There are various material assumptions underlying the synergies and other cost reduction statements in this document which may result in the synergies and other cost reductions being materially greater or less than estimated. The directors of Willis Towers Watson accept responsibility for the information contained in this document relating to Willis Towers Watson and the directors of Willis Towers Watson and members of their immediate families, related trusts and persons connected with them, except for the statements made by Aon UK in respect of Willis Towers Watson. The requirement will continue until this offer period ends. The joint proxy statement will be filed with the SEC. I have provided economic analysis and advice in UK, European, and international merger proceedings, follow-on damages cases, and competition litigation. John Haley will take on the role of Executive Chairman with a focus on growth and innovation strategy. Because of this delay in receiving information from Aon and Willis Towers Watson, the ACCC said that it will now push-back the end-date of its review. Further information concerning Aon, WTW and their respective businesses, including factors that potentially could materially affect Aon's or WTW's financial results, are contained in Aon's and WTW's respective filings with the Securities and Exchange Commission (the "SEC"). <br><br>Diverse experiences in leadership roles include running a global function with teams across . Revenue growth, margin expansion through delivery of better solutions, increased cash flow and earnings growth and a strong balance sheet, to generate attractive returns for shareholders in the future. The directors of Aon accept responsibility for the information contained in this document relating to Aon, except for statements made by WTW in respect of Aon. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. In addition, results for the year ended December 31, 2020 and the quarter ended March 31, 2021, are not necessarily indicative of results that may be expected for any future period, particularly in light of the continuing effects of the COVID-19 pandemic. Aon PLC and Willis Towers Watson PLC scrapped a $30.55 billion merger amid the prospects of a drawn-out battle with the U.S. Department of Justice, marking the third-largest insurance deal termination since 2016. We appreciate and deeply respect all the Aon colleagues we got to know through this process.". Further information concerning Aon UK and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Aon UK's results of operations and financial condition (and which shall apply equally to Aon Ireland following the completion of the reorganization of Aon UK as described in Aon UK's Proxy Statement on Schedule 14A, dated and filed with the SEC on December 20, 2019), is contained in Aon UK's filings with the SEC. Gallagher is a global leader in insurance, risk management and consulting services generating more than $6 billion in 2020 revenue. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Any or all of Aon's and WTW's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's or WTW's performance. It is expected that the Reorganization of the Aon Group described in the Reorganization Proxy Statement will be completed prior to the completion of the combination, such that prior to completion of the combination, Aon Ireland will be the publicly traded parent company of the Aon Group. Our respect for Willis Towers Watson and the team members we've come to know through this process has only grown. In particular, a person will be treated as having an interest by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities. I am a Manager at Flint Global (London). Allocation of any divestiture proceeds according to Aon's ROIC framework, in which the firm expects that share buyback will continue to be its highest return activity. The information contained therein is only current as of the date thereof. Potential revenue synergies due to complementary capabilitiesare expected but not included in the synergy estimates. Follow Aon on Twitterand LinkedIn Stay up to date by visiting the Aon Newsroom and hear from Aon's expert advisors in The One Brief.Sign up for News Alertshere. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. On the same day the Aon-Willis merger was terminated (July 26), Aon announced that CEO Case and CFO Case had extended their employment agreements until 2026. Such factors include, but are not limited to, the possibility that the proposed combination will not be consummated, failure to obtain necessary shareholder or regulatory approvals or to satisfy any of the other conditions to the proposed combination, adverse effects on the market price of Aon UK, Aon Ireland and/or Willis Towers Watson securities and on Aon UK's, Aon Ireland's and/or Willis Towers Watson's operating results for any reason, including, without limitation, because of the failure to consummate the proposed combination, the failure to realize the expected benefits of the proposed combination (including anticipated revenue and growth synergies), the failure to effectively integrate the combined companies following consummation of the proposed combination, negative effects of an announcement of the proposed combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies, future business acquisitions or disposals, or any announcement relating to the proposed consummation of or failure to consummate the proposed combination on the market price of Aon UK, Aon Ireland and/or Willis Towers Watson securities, significant transaction and integration costs or difficulties in connection with the proposed combination and/or unknown or inestimable liabilities, potential litigation associated with the proposed combination, the potential impact of the announcement or consummation of the proposed combination on relationships, including with suppliers, customers, employees and regulators, and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak) that affect the combined companies following the consummation of the proposed combination. Guided by a one firm mindset, the new leadership team will come together following the close of the combination to deliver new . He started his career at Trinity Valley . The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward-looking statements: changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies; general economic and political conditions in different countries in which Aon and/or WTW does business around the world, including the UK's withdrawal from the European Union; changes in the competitive environment or damage to Aon's and/or WTW's reputation; fluctuations in exchange and interest rates that could influence revenue and expenses; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funding status of Aon's and/or WTW's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon's and/or WTW's debt limiting financial flexibility or increasing borrowing costs; rating agency actions that could affect Aon's and/or WTW's ability to borrow funds; volatility in Aon's and/or WTW's tax rate due to a variety of different factors, including U.S. tax reform; changes in estimates or assumptions on Aon's and/or WTW's financial statements; limits on Aon's and/or WTW's subsidiaries to make dividend and other payments to Aon and/or WTW, as applicable; the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon and/or WTW; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and/or WTW operates, particularly given the global scope of Aon's and/or WTW's businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and/or WTW does business; the impact of any investigations brought by regulatory authorities in the U.S., Ireland, the UK and other countries; the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes; failure to protect intellectual property rights or allegations that Aon and/or WTW infringes on the intellectual property rights of others; the effects of Irish law on Aon's and WTW's operating flexibility and the enforcement of judgments against Aon and/or WTW; the failure to retain and attract qualified personnel, whether as a result of the Combination, divestitures made in connection with the Combination or otherwise; international risks associated with Aon's and/or WTW's global operations; the effects of natural or man-made disasters, including the effects of COVID-19 and other health pandemics; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon's and/or WTW's ability to develop and implement new technology; the damage to Aon's and/or WTW's reputation among clients, markets or third parties; the actions taken by third parties that perform aspects of Aon's and/or WTW's business operations and client services;the extent to which Aon and/or WTW manages certain risks created in connection with the services, including fiduciary and investments, consulting, and other advisory services, among others, that Aon and/or WTW currently provides, or will provide in the future, to clients; Aon's and/or WTW's ability to continue, and the costs and risks associated with, growing, developing and integrating companies that it acquires or new lines of business; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or Aon's and/or WTW's relationships with insurance carriers; Aon's and/or WTW's ability to implement initiatives intended to yield, and the ability to achieve, cost savings; Aon's and/or WTW's ability to realize the expected benefits from its restructuring plan; the possibility that the Combination, or divestitures made in connection with the Combination, will not be consummated in the expected timeframe, or at all; failure to obtain necessary regulatory approvals for the Combination or divestitures or to comply with the requirements related to such approvals, or to satisfy any of the other conditions to the Combination or divestitures made in connection with the Combination; potential litigation associated with the proposed Combination, including by regulators; adverse effects on the market price of Aon's and/or WTW's securities and/or operating results for any reason, including, without limitation, because of a failure to consummate the Combination or the divestitures made in connection with the Combination; the failure to realize the expected benefits of the Combination (including anticipated revenue and growth synergies) in the expected timeframe, or at all; the failure to effectively integrate the combined businesses following the Combination; significant transaction and integration costs or difficulties in connection with the Combination, or divestitures made in connection with the Combination, and or unknown or inestimable liabilities; the potential impact of the consummation of the Combination and divestures made in connection with the Combination on relationships, including with suppliers, customers, employees and regulators; and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak, including COVID-19) that affect the combined company following the consummation of the Combination. Aon and Willis had agreed to sell $3.6bn worth of assets to their rival Gallagher to smooth that aspect of the deal. July 26 (Reuters) - Aon Plc (AON.N) and Willis Towers Watson Plc on Monday called off a $30 billion merger that would have created the world's largest insurance broker, saying U.S.. An energetic leader and consultant unafraid of detail or complexity. Jun 2021 - Aug 20213 months. This also marks the end of the litigation with the U.S. Department of Justice (DOJ). The estimates should therefore be read in conjunction with the bases and assumptions for these synergy numbers, which are set out in Appendix I of the Rule 2.5 Announcement made on March 9th, 2020, along with the reports accompanying such statements in Appendix 4 and Appendix 5 to the Rule 2.5 Announcement. For more information about Willis Towers Watson, see www.willistowerswatson.com. Gregory Case, Aon's chief executive officer, will be CEO of the . The information contained therein is only current as of the date thereof. In the face of antitrust concerns, Aon PLC announced Monday it would terminate its agreement to buy rival Willis Towers Watson PLC, raising questions over which companies will benefit or suffer. See Aon's and WTW's respective Annual Reports on Form 10-K for the year ended December 31, 2020 and their respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021 for a further discussion of these and other risks and uncertainties applicable to Aon and WTW and their respective businesses. On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson [20] [21] for nearly $30 billion in an all-stock deal that would have created the world's largest insurance broker. Any securities issued as a result of the proposed combination by means of a scheme of arrangement are anticipated to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to the exemption from registration set forth in Section 3(a)(10) thereof. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. Form 10-K (annual report [section 13 and 15(d), not s-k item 405]) filed with the SEC DUBLIN, May 12, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) today announced they have signed a definitive agreement to sell Willis Re and a set of. About Aon Aon anticipates that the transaction will provide annual pre-tax synergies and other cost reductions of $800 million by the third full year of combination, thereby allowing the firm to continue significant investment in innovation and growth. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "looking forward," "potential," "probably," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. The transaction is subject to the approval of the shareholders of both Aon Ireland and Willis Towers Watson, as well as other customary closing conditions, including required regulatory approvals. They have continued to bring to life Willis Towers Watson's compelling value proposition to better serve our clients in the areas of people, risk and capital," said Willis Towers Watson CEO John Haley. Income was down from $398 million, $1.70 per share, a year ago, but revenue rose by. Health & Benefits business units in France, Spain and Germany. This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Aon UK, Aon Ireland or Willis Towers Watson, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. This document, if and when filed, as well as Willis Towers Watson's, Aon UK's and Aon Ireland's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and, in the case of Aon UK's and Aon Ireland's filings, at Aon UK's website at www.aon.com, and in the case of Willis Towers Watson's filings, at Willis Towers Watson's website at www.willistowerswatson.com. We believe we are well-positioned to compete vigorously across our businesses around the world and will continue to introduce important innovations to the market. Upon completion of the Reorganization, it is expected that the Aon Ireland Directors will be the same as the current Aon UK Directors. About Aon Eversheds Sutherland > Dublin, Ireland > Firm Profile. Terms used in this paragraph should be read in light of the meanings given to those terms in the Irish Takeover Rules. Aon earned $379 million, $1.66 per fully diluted share, on revenue of $2.88 billion during the second quarter. No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily match or be greater or lesser than those for the relevant preceding financial periods for Aon and/or WTW as appropriate. Aon and Willis Towers Watson agreed to merge in March 2020 in an all-stock deal, worth around $30 billion at the time. London-based advisory insurance and risk management broker Willis Towers Watson has rehired Andrew Krasner, a former executive, as CFO, part of its effort to realign its strategic priorities following its attempted merger with Aon, which failed because of antitrust concerns. ", "Our team's resilience and commitment are a source of pride and confidence. Neither Aon nor WTW is under, and each expressly disclaims, any obligation to update or alter any forward-looking statement that it may make from time to time, whether as a result of new information, future events or otherwise. Safe Harbor Statement Similarly, any vote in respect of resolutions to be proposed at the Aon Ireland shareholders meeting to approve the issuance of Class A ordinary shares of Aon Ireland under the proposed combination should be made only on the basis of the information contained in the joint proxy statement. I work to create solutions people believe in and give value.<br><br>I have broad cross-disciplinary and multi-sector experience and have worked to service rail . I hold an MPhil in Economic Research and a BA in Economics from the University of . Aon and Willis Towers Watson today announced the future leadership team for the firm that will be effective upon the completion of the proposed combination of Aon and Willis Towers Watson. "This agreement demonstrates strong momentum on the path to close our proposed combination with Willis Towers Watson," said Greg Case, Aon's CEO. See Legal Notice for further information regarding such statements and additional disclaimers with respect to the materials and sites that you may access through the Investors section of our Web site. The. Willis Towers Watson's financial advisor in respect of the Proposed Combination is Goldman Sachs & Co. LLC and its legal advisors are Weil, Gotshal & Manges LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Matheson. By their nature, forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from either historical or anticipated results depending on a variety of factors. Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events.
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