CHICAGO, Aug. 24 /PRNewswire-FirstCall/ -- Aon Corporation
(NYSE: AON) and Hewitt Associates, Inc. (NYSE: HEW) today announced
that the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, relating to Aon's proposed merger with
Hewitt has expired, thereby satisfying a condition to the closing
of the transaction. The transaction remains subject to the
satisfaction of other customary closing conditions, including
foreign regulatory approvals and approval by the stockholders of
both Aon and Hewitt.
About Hewitt
Hewitt Associates (NYSE: HEW) provides leading organizations
around the world with expert human resources consulting and
outsourcing solutions to help them anticipate and solve their most
complex benefits, talent, and related financial challenges.
Hewitt works with companies to design, implement,
communicate, and administer a wide range of human resources,
retirement, investment management, health care, compensation, and
talent management strategies. With a history of exceptional
client service since 1940, Hewitt has offices in more than 30
countries and employs approximately 23,000 associates who are
helping make the world a better place to work. For more
information, please visit www.hewitt.com.
About Aon
Aon Corporation (NYSE: AON) is a leading global provider of risk
management services, insurance and reinsurance brokerage, and human
capital consulting. Through its more than 36,000 colleagues
worldwide, Aon delivers distinctive client value via innovative and
effective risk management and workforce productivity solutions.
Aon's industry-leading global resources and technical expertise are
delivered locally through more than 500 offices in more than 120
countries. Named the world's best broker by Euromoney magazine's
2008, 2009 and 2010 Insurance Survey, Aon also ranked highest on
Business Insurance's listing of the world's largest insurance
brokers based on commercial retail, wholesale, reinsurance and
personal lines brokerage revenues in 2008 and 2009. A.M. Best
deemed Aon the number one insurance broker based on brokerage
revenues in 2007, 2008 and 2009, and Aon was voted best insurance
intermediary, best reinsurance intermediary and best employee
benefits consulting firm in 2007, 2008 and 2009 by the readers of
Business Insurance. Visit http://www.aon.com for more information
on Aon and http://www.aon.com/unitedin2010 to learn about Aon's
global partnership and shirt sponsorship with Manchester
United.
Safe Harbor Statement
This communication contains certain statements related to future
results, or states our intentions, beliefs and expectations or
predictions for the future which are forward-looking statements as
that term is defined in the Private Securities Litigation Reform
Act of 1995. These 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. Potential factors that could
impact results include: the possibility that the expected
efficiencies and cost savings from the proposed transaction will
not be realized, or will not be realized within the expected time
period; the ability to obtain governmental approvals of the merger
on the proposed terms and schedule contemplated by the parties; the
failure of stockholders of Hewitt Associates, Inc. ("Hewitt") to
approve the proposal to adopt the merger agreement; the failure of
the stockholders of Aon Corporation ("Aon") to approve the proposal
to approve the issuance of shares of Aon common stock to Hewitt
stockholders in the merger; the loss of key Aon or Hewitt employees
following the merger; the risk that the Aon and Hewitt businesses
will not be integrated successfully; disruption from the proposed
transaction making it more difficult to maintain business and
operational relationships with customers, partners and others; the
possibility that the proposed transaction does not close,
including, but not limited to, due to the failure to satisfy the
closing conditions; general economic conditions in different
countries in which Aon and Hewitt do business around the world;
changes in global equity and fixed income markets that could affect
the return on invested assets; fluctuations in exchange and
interest rates that could impact revenue and expense; rating agency
actions that could affect Aon's ability to borrow funds; changes in
the funding status of Aon's various defined benefit pension plans
and the impact of any increased pension funding resulting from
those changes; Aon's ability to implement restructuring initiatives
and other initiatives intended to yield cost savings, and the
ability to achieve those cost savings; the impact on risk and
insurance services commission revenues of changes in the
availability of, and the premium insurance carriers charge for,
insurance and reinsurance products, including the impact on premium
rates and market capacity attributable to catastrophic events; the
outcome of inquiries from regulators and investigations related to
compliance with the U.S. Foreign Corrupt Practices Act and non-U.S.
anti-corruption laws; the impact of investigations brought by U.S.
state attorneys general, U.S. state insurance regulators, U.S.
federal prosecutors, U.S. federal regulators, and regulatory
authorities in the U.K. and other countries; the impact of class
actions and individual lawsuits including client class actions,
securities class actions, derivative actions and ERISA class
actions; the cost of resolution of other contingent liabilities and
loss contingencies, including potential liabilities arising from
error and omissions claims against Aon or Hewitt; the extent to
which Aon and Hewitt retain existing clients and attract new
businesses; the extent to which Aon and Hewitt manage certain risks
created in connection with the various services, including
fiduciary and advisory services, among others, that Aon and Hewitt
currently provide, or will provide in the future, to clients; the
impact of, and potential challenges in complying with, legislation
and regulation in the jurisdictions in which Aon and Hewitt
operate, particularly given the global scope of Aon's and Hewitt's
businesses and the possibility of conflicting regulatory
requirements across jurisdictions in which Aon and Hewitt do
business; and the ability to realize the anticipated benefits to
Aon of the Benfield merger. Further information concerning
Aon, Hewitt, and their business, including factors that potentially
could materially affect Aon's and Hewitt's financial results, is
contained in Aon's and Hewitt's filings with the Securities and
Exchange Commission (the "SEC"). See Aon's and Hewitt's
Annual Reports on Form 10-K and Annual Reports to Stockholders for
the fiscal years ended December 31,
2009 and September 30, 2009,
respectively, and other public filings with the SEC for a further
discussion of these and other risks and uncertainties applicable to
our businesses. Neither Aon nor Hewitt undertakes, and each of them
expressly disclaims, any duty to update any forward-looking
statement whether as a result of new information, future events or
changes in their respective expectations, except as required by
law.
Additional Information
This communication does not constitute an offer to sell or the
solicitation of an offer to buy our securities or the solicitation
of any vote or approval. This communication is being made in
respect of the proposed transaction involving Aon and Hewitt.
In connection with the proposed merger, Aon filed with the
SEC a definitive joint proxy statement, which also constitutes a
prospectus of Aon. The joint proxy statement/prospectus was
mailed to Aon stockholders and Hewitt stockholders on or about
August 19, 2010. Before making any
voting or investment decision, investors and stockholders are urged
to read carefully in their entirety the definitive joint proxy
statement/prospectus regarding the proposed transaction and any
other relevant documents filed by either Aon or Hewitt with the SEC
when they become available because they contain and will contain
important information about the proposed transaction. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website
(www.sec.gov), by accessing Aon's website at
www.aon.com under the heading "Investor Relations" and then
under the link "SEC Filings" and from Aon by directing a request to
Aon at Aon Corporation, 200 E. Randolph Street, Chicago, Illinois 60601, Attention: Investor
Relations, and by accessing Hewitt's website at
www.hewitt.com under the heading "Investor Relations" and
then under the link "Reports & SEC Filings" and from Hewitt by
directing a request to Hewitt at Hewitt Associates, Inc., 100 Half
Day Road, Lincolnshire, Illinois
60069, Attention: Investor Relations.
Aon and Hewitt and their respective directors and executive
officers and certain other members of management and employees may
be deemed to be participants in the solicitation of proxies in
respect of the proposed transaction. You can find information about
Aon's directors and executive officers in its definitive proxy
statement filed with the SEC on April 7,
2010. You can find information about Hewitt's directors and
executive officers in its definitive proxy statement filed with the
SEC on December 16, 2009. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the definitive
joint proxy statement/prospectus filed by Aon with the SEC and will
be contained in other relevant materials to be filed by Aon or
Hewitt with the SEC when they become available. You can obtain free
copies of these documents from Aon and Hewitt using the contact
information above.
|
|
Investor Contact:
|
Media Contact:
|
|
Scott Malchow
|
David Prosperi
|
|
Aon Corporation
|
Aon Corporation
|
|
Vice President, Investor
Relations
|
Vice President, Global Public
Relations
|
|
312-381-3983
|
312-381-2485
|
|
|
|
|
Investor Contact:
|
Media Contact:
|
|
Sean McHugh
|
Maurissa Kanter
|
|
Hewitt Associates
|
Hewitt Associates
|
|
Vice President, Investor
Relations
|
Director, Public
Relations
|
|
847-442-4176
|
847-442-0952
|
|
|
|
|
|
SOURCE Aon Corporation
Copyright . 24 PR Newswire