TIDM0Y4Q TIDM0XHL
RNS Number : 4837G
Willis Towers Watson PLC
26 July 2021
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). The
proposed combination was first announced on March 9, 2020.
"Despite regulatory momentum around the world, including the
recent approval of our combination by the European Commission, we
reached an impasse with the U.S. Department of Justice," said Aon
CEO Greg Case. "The DOJ position overlooks that our complementary
businesses operate across broad, competitive areas of the economy.
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."
Case added, "Over the last 16 months, our colleagues have turned
potential challenges into opportunities to advance our Aon United
strategy. We built on our track record of innovation, continued to
deliver industry-leading performance and progress against our key
financial metrics and move forward with the strongest colleague
engagement and client feedback scores in over a decade. Our respect
for Willis Towers Watson and the team members we've come to know
through this process has only grown."
"Our team's resilience and commitment are a source of pride and
confidence. 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. "Going forward, our focus remains steadfast
on our colleagues, our clients and our shareholders. 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. We appreciate and deeply respect all the
Aon colleagues we got to know through this process."
In connection with the termination of the business combination
agreement, Aon will pay the $1 billion termination fee to Willis
Towers Watson, Willis Towers Watson's proposed scheme of
arrangement has now lapsed, and both organizations will move
forward independently. Both firms will provide further financial
updates and outlooks on their respective Q2 2021 earnings calls,
which take place on July 30 for Aon and August 3 for Willis Towers
Watson.
About Aon
Aon plc (NYSE: AON) is a leading global professional services
firm providing a broad range of risk, retirement and health
solutions. Our 50,000 colleagues in 120 countries empower results
for clients by using proprietary data and analytics to deliver
insights that reduce volatility and improve performance.
Follow Aon on Twitter and 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 Alerts here
About Willis Towers Watson
Willis Towers Watson is a leading global advisory, broking and
solutions company that designs and delivers solutions that manage
risk, optimize benefits, cultivate talent and expand the power of
capital to protect and strengthen institutions and individuals.
Willis Towers Watson has more than 45,000 employees and services
clients in more than 140 countries. For more information about
Willis Towers Watson, see www.willistowerswatson.com .
Media Contacts
Aon - Nadine Youssef, mediainquiries@aon.com , +1 833 751
8114
Willis Towers Watson - Miles Russell,
miles.russell@willistowerswatson.com , +44 (0) 7903262118
Investor Contacts
Aon - Leslie Follmer, investor.relations@aon.com , +1 312 381
3310
Willis Towers Watson - Claudia De La Hoz,
Investor_Relations@willistowerswatson.com , +1 215 246 6221
Statements Required by the Irish Takeover Rules
The directors of Aon accept responsibility for the information
contained in this document relating to Aon. To the best of the
knowledge and belief of the directors of Aon (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
The directors of WTW accept responsibility for the information
contained in this document relating to WTW. To the best of the
knowledge and belief of the directors of WTW (who have taken all
reasonable care to ensure that such is the case), the information
contained in this document for which they accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
Safe Harbor Statement
This communication contains certain statements that are
forward-looking, as that term is defined in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements are
prospective in nature and are not based on historical facts, but
rather current expectations of management about future events.
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. Although
management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance
that these expectations will prove to be correct. These
forward-looking statements include information about the legal
action taken by the U.S. Department of Justice regarding the
pending combination of Aon and WTW (the "Combination"); Aon's and
WTW's responses to such action; the possible resolution, legal or
otherwise, of such action; expectations related to regulatory
approvals of the Combination; the termination of the Business
Combination Agreement between Aon and WTW (the "BCA"); the payment
of the termination fee under the BCA; and information about
possible or assumed future results of operations. All statements
other than statements of historical facts that address activities,
events or developments that Aon and/or WTW expects or anticipates
may occur in the future, including such things as its or their
outlook, goals and expectations with respect to performance,
business strategies, competitive strengths, goals, plans,
references to future successes, the termination of the Combination,
the termination of litigation relating to the Combination and
payment of the termination fee under the BCA, are forward-looking
statements.
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. The following factors, among
others, could cause actual results to differ from those set forth
in or anticipated by the forward-looking statements: the impact of
pending or potential lawsuits 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;
general economic, business and political conditions in different
countries in which Aon and/or WTW does business around the world
(including any epidemic, pandemic or disease outbreak, including
COVID-19); the effects of Irish law on Aon's and/or 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 failure of the Combination or divestitures
planned in connection with the Combination or otherwise; 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 the failure to consummate the Combination or the
divestitures that had been proposed to be made in connection with
the Combination or the payment of the termination fee under the
BCA; the failure to realize the expected benefits of the
Combination (including anticipated revenue and growth synergies);
significant transaction costs in connection with the terminated
Combination, and divestitures that had been planned in connection
with the Combination; the potential impact of the termination of
the Combination, and divestures planned in connection with the
Combination, on relationships, including with suppliers, customers,
employees and regulators; and changes in the competitive
environment or damage to Aon's and/or WTW's reputation.
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. The factors identified above are not
exhaustive. Aon, WTW and their respective subsidiaries operate in a
dynamic business environment in which new risks may emerge
frequently. 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.
Forward-looking statements should therefore be construed in the
light of such factors. Accordingly, you should not place undue
reliance on forward-looking statements, which speak only as of the
date on which they are made. 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. 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"). 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. These factors may be revised or supplemented
in subsequent reports filed with the SEC. 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. All subsequent written and oral forward-looking
statements attributable to Aon, WTW and/or any person acting on
behalf of any of them are expressly qualified in their entirety by
the foregoing paragraphs, and the information contained on any
websites referenced in this communication is not incorporated by
reference into this communication.
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END
ISEKZGZNZVRGMZM
(END) Dow Jones Newswires
July 26, 2021 09:12 ET (13:12 GMT)
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