ANTITRUST: U.S. Department of Justice Sues to Block Aon - SWFI For more information about Willis Towers Watson, see www.willistowerswatson.com. The directors of Aon UK accept responsibility for the information contained in this document relating to Aon UK, the directors of Aon UK and members of their immediate families, related trusts and persons connected with them, except for the statements made by Willis Towers Watson in respect of Aon UK or Aon Ireland. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. "This agreement demonstrates strong momentum on the path to close our proposed combination with Willis Towers Watson," said Greg Case, Aon's CEO. 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. DUBLIN, Jan. 27, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson plc (NASDAQ: WLTW) 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. 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. Aon-WTW Merger Would Help Boost Industry's Innovation. Aon CEO Makes Aon and Willis Towers Watson announce the future leadership team Aon (company) - Wikipedia Aon plc and Willis Towers Watson announced a definitive agreement to combine in an all-stock transaction. Aon, Willis $30B merger canceled after Justice Department suit The requirement will continue until this offer period ends. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON UK, AON IRELAND AND/OR WILLIS TOWERS WATSON SECURITIES ARE URGED TO READ THOSE FILINGS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE PROPOSED COMBINATION. The Board of Directors will comprise proportional members from Aon and Willis Towers Watson's current directors. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Further information concerning Willis Towers Watson and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Willis Towers Watson's results of operations and financial condition, is contained in Willis Towers Watson's filings with the SEC. Chicago, Illinois, United States. Eversheds Sutherland > Dublin, Ireland > Firm Profile. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. View original content to download multimedia:https://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-mutually-agree-to-terminate-combination-agreement-301340911.html, Aon and Willis Towers Watson Mutually Agree to Terminate Combination Agreement, Human Resources Business Process Outsourcing, Investor_Relations@willistowerswatson.com, https://www.prnewswire.com/news-releases/aon-and-willis-towers-watson-mutually-agree-to-terminate-combination-agreement-301340911.html. Aon's Willis deal demise ripples through business landscape 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. On 9 March 2020, Aon announced its merger with Willis Towers Watson for nearly $30 billion in an all-stock deal that creates the world's largest insurance broker. As part of Flint's Competition & Regulation team, I advise clients on competition, regulatory, and economic issues. The enhanced ability to innovate is a principal motivator for Aon's proposed acquisition of Aon and Willis Towers Watson. 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. The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. 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. The Reorganization remains conditional on, among other things, the sanction of the UK scheme of arrangement forming part of the Reorganization by the UK Court, as more particularly described in the Reorganization Proxy Statement. Aon-Willis Towers Watson Merger Faces U.S. Antitrust Suit - The New The announcement of these leaders follows this week's announcement that the contracts of Case and Aon CFO Christa Davies would be extended through April 1, 2026. 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. The announcement that Aon and Willis would call off the deal, unveiled in March 2020 just before the pandemic upended commerce around the world, came after the Justice Department sued to block the . Statement Required by the Irish Takeover Rules. July 26 (UPI) -- Aon and Willis Towers Watson on Monday called off a $30 billion deal that, had it gone through, would have resulted in the world's largest insurance broker. These factors may be revised or supplemented in subsequent reports filed with the SEC. Krasner has been the CFO of insurance brokerage AssuredPartners for . 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. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Aon will maintain operating headquarters in London, United Kingdom. 5Aon anticipates the cost to achieve expected synergies will be $1.4 billion, excluding transaction costs of approximately $200 million and retention costs of up to $400 million. Attorney General Merrick B. Garland's Statement on Aon and Willis 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 Towers Watson agreed to merge in March 2020 in an all-stock deal, worth around $30 billion at the time. U.S. DOJ Files Antitrust Suit to Block Aon/Willis Towers Watson Merger The information contained therein is only current as of the date thereof. Aon-Willis: Still a win, but a smaller win - insidepandc.com 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. Related: Arthur J. Gallagher. 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. The surprise announcement came as Aon, Willis and the DoJ prepared for a . 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. "We've used this time to align our future leadership team around a one-firm culture that will create new opportunities for colleagues, accelerate innovation on behalf of clients and deliver shareholders the long-term value creation they have come to expect from our team.". European Union antitrust regulators have set a deadline of July 27 for their decision on the Aon-Willis Towers Watson mega-merger.Reuters has today revealed that a European Commission filing shows . The factors identified above are not exhaustive. Shareholders of both firms approved the merger in August. 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. Aon today confirms that it does not intend to pursue this business combination. Aon and Willis Towers Watson Mutually Agree to Terminate Combination 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. Aon's $30bn acquisition of Willis Towers Watson collapses 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. Aon and Willis Towers Watson establish 'One Firm' vision, name 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. Aon buys Willis for $30 billion in world's largest insurance deal While Aon and WTW are working to complete their combination as soon as possible during the third quarter of 2021,the completion remains subject to the receipt of required regulatory approvals and clearances, including with respect to United States antitrust laws, as well as other customary closing conditions. 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)). DUBLIN, Jan. 27, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson plc (NASDAQ: WLTW) 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.Guided by a one firm mindset, the new leadership team will come together following the close of the combination to deliver new sources . Although management believe that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. 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. 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. ", "Our team's resilience and commitment are a source of pride and confidence. Member of Deion Sanders' first class transfers to FBS - HBCU Gameday The parties expect the transaction to close in the first half of 2021, subject to satisfaction of these conditions. 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. "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. In a joint statement, Aon and WTW noted their disagreement with the decision. Safe Harbor StatementThis communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995.

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