Eversheds Sutherland > Dublin, Ireland > Firm Profile. Jun 2021 - Aug 20213 months. Aon and Willis Towers Watson, the second and third biggest firms in the global insurance brokerage business, are part of the "Big Three" alongside leading player Marsh & McLennan Cos., the DOJ alleged in its June 16 antitrust complaint. The enhanced ability to innovate is a principal motivator for Aon's proposed acquisition of Aon and Willis Towers Watson. 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. 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. The European Commission (EC) is currently conducting an antitrust review of Aon's proposed $30 billion bid for Willis Towers Watson.. The principal sources of potential synergies and other cost reductions are as follows: The transaction is expected to be accretive to Aon adjusted EPS in the first full year of the combination with peak adjusted EPS accretion in the high teens2 after full realization of $800 million of pre-tax synergies.3 Willis Towers Watson and Aon anticipate savings of $267 million in the first full year of the combination, reaching $600 million in the second full year, with the full $800 million achieved in the third full year.3 Free cash flow accretion is expected to breakeven in the second full year of the combination with free cash flow accretion of more than 10% after full realization of synergies.3 The transaction is expected to generate over $10 billion of shareholder value creation from the capitalized value of the expected pre-tax synergies, based on the blended 2020 price to earnings ratio of Willis Towers Watson and Aon UK on 6 March 2020, net of $2.0 billion in one-time transaction, retention and integration costs.5. The combined company, to be named Aon, will be the premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. These businesses will be divested for a total consideration of $3.57 billion. 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. or more of any class of "relevant securities" of Aon UK, Aon Ireland or Willis Towers Watson, all "dealings" in any "relevant securities" of Aon UK, Aon Ireland or Willis Towers Watson (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3:30 p.m. (Eastern time) in respect of the relevant securities of Aon UK, Aon Ireland and Willis Towers Watson on the business day following the date of the relevant transaction. Additional information about Willis Towers Watson's directors and executive officers is contained in Willis Towers Watson's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and its Proxy Statement on Schedule 14A, dated and filed with the SEC on April 3, 2019. 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. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. Technology, Operations & Change leader with a proven track record of shaping & delivering wide ranging impact globally across diverse businesses and cultures. 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. 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. ", "This combination will create a more innovativeplatform capable of deliveringbetter outcomes for all stakeholders, including clients, colleagues, partners and investors," said Aon CEO Greg Case. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. DUBLIN, January 27, 2021 -- 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. Market-leading rankings and editorial commentary - see the top law firms & lawyers for Competition and antitrust in Mexico 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. 28 January 2021. Today, the companies announced an agreement to merge their operations in an all-stock transaction with an implied combined equity value of around $80 billion, according to a press release. Aon and Willis Towers Watson agreed to merge in March 2020 in an all-stock deal, worth around $30 billion at the time. Lyles made the announcement via Twitter. 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. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement. "We appreciate the extraordinary value these colleagues have delivered to our clients and our company. 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. About Aon These factors may be revised or supplemented in subsequent reports filed with the SEC. The synergies estimates exclude any potential revenue synergies. Aon plc and Willis Towers Watson announced a definitive agreement to combine in an all-stock transaction. 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. 1This statement should not be construed as a profit forecast or interpreted to mean that Willis Towers Watson, Aon UK or Aon Ireland's profits or earnings in the first full year following the Proposed Combination, or in any subsequent period, will necessarily match or be greater than or be less than those of Willis Towers Watson, Aon UK and/or Aon Ireland for the relevant preceding financial period or any other period. 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 Willis Towers Watson corporate risk and broking and health and benefits services to Arthur J. Gallagher & Co. (Gallagher). <br><br>Significant experience across Insurance, Markets, International Banking, Corporate Banking, Retail Banking and Wealth businesses. 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. Deal Watch: For Aon, Willis Towers Watson and 6 Law Firms, a $30B Merger That Wasn't. The insurance mega-merger is off a month after the U.S. Department of Justice filed suit to block it. 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. Please watch the NASA video highlighted near the end of Liked by Julia Hodges 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, Ireland, Aug. 26, 2020 (GLOBE NEWSWIRE) -- Aon plc ("Aon") (NYSE: AON) and Willis Towers Watson Public Limited Company ("Willis Towers Watson") (NASDAQ: WLTW) today announced that. 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 parties expect the transaction to close in the first half of 2021, subject to satisfaction of these conditions. While. Further details in respect of the proposed combination of Aon and Willis Towers Watson are provided in the announcement published by Aon on March 9, 2020 in accordance with Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5 Announcement") and capitalized terms used but not defined in this communication shall have the meaning given to them in the Rule 2.5 Announcement. 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. 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. Investor_Relations@willistowerswatson.com. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. Safe Harbor Statement 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. The requirement will continue until this offer period ends. 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. The deal's cancellation comes just over a month after the DOJ filed a lawsuit to block the merger. The much-awaited merger between Willis Towers Watson plc WLTW and Aon plc AON has been terminated. 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. 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. 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. Aon plc Copies of their respective reports are included in Appendix 4 and Appendix 5 to the Rule 2.5 Announcement. The deal was called off in July 2021. 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. 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. 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. Form 10-K (annual report [section 13 and 15(d), not s-k item 405]) filed with the SEC 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. 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. Statements Required by the Irish Takeover RulesThe directors of Aon accept responsibility for the information contained in this document relating to Aon. 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). Critics worry the giant companies taking over outsourced responsibilities are too big to effectively manage individual investors and that many employers are too small to adequately keep those firms in check. 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. 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. Follow Aon on Twitterand LinkedInStay up to date by visiting the Aon Newsroom and hear from Aon's expert advisors in The One Brief. I hold an MPhil in Economic Research and a BA in Economics from the University of . The Department of Justice filed a civil suit on Wednesday to block the proposed merger of Aon and Willis Towers Watson, arguing that combining two of the Big Three insurance brokers would. "Committed," he tweeted, along with photos of him in Louisiana Tech gear. 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. No offer of securities shall be made in the United States absent registration under the U.S. Securities Act of 1933, as amended, or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. 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. The combined firm will be led by Greg Case and Aon Chief Financial Officer Christa Davies, along with a highly experienced and proven leadership team that reflects the complementary strengths and capabilities of both organizations. 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 Willis Towers Watson corporate risk and broking and health and benefits services to Arthur J. Gallagher & Co. (Gallagher). Aon and Willis Tower had been betting on the merger to generate annual cost savings of $800 million and boost revenue through the sale of the new products, in areas such as intellectual. 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. Interested parties can listen to the conference call by dialing (800) 369-3354 (within the U.S.) or (210) 234-0114 (outside of the U.S.) using access code: Aon, or via a live audio webcast at www.aon.comand www.willistowerswatson.com. About Aon Internship on the deal side of Aon's Corporate Development team where I gained exposure to the $30 billion Aon-Willis Towers . The. The U.S. Justice Department filed a lawsuit on Wednesday aimed at stopping insurance broker Aon 's $30 billion acquisition of Willis Towers Watson because it would reduce competition and could . Other than in accordance with legal or regulatory obligations, neither Willis Towers Watson nor Aon UK is under any obligation, and each expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. 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. The combined firm is committed to maintaining long-term financial goals of mid-single digit or greater organic revenue growth and double-digit free cash flow growth; and is expected to maintain Aon's current credit rating. 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. As laid out in the business combination agreement, Aon will pay Willis a $1 billion termination fee.. Gregory Case, Aon's chief executive officer, will be CEO of the . Related: Arthur J. Gallagher. Certain statements made on this web site or in materials accessed in or through this section of our web site are forward-looking statements, which are subject to risks and uncertainties, and Aon's actual results may differ (possibly materially) from those indicated in such statements. 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. 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. An energetic leader and consultant unafraid of detail or complexity. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. 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. 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. 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. Income was down from $398 million, $1.70 per share, a year ago, but revenue rose by. John . Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events. 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. If you are in any doubt as to whether or not you are required to disclose dealings under Rule 8 of the Irish Takeover Rules, consult with the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel by telephone on +353 1 678 9020. The Winfield, Louisiana native is headed back to his hometown after a short stay at JSU. The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. 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. Forward-looking statements should therefore be construed in the light of such factors. The combined company, to be named Aon, will be a premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health, the firms say. The factors identified above are not exhaustive. ", Case added, "Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. LONDON, March 9,2020 /PRNewswire/ --Aon plc(NYSE:AON) and Willis Towers Watson(NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction with an implied combined equity value of approximately $80 billion.4, "The combination of Willis Towers Watson and Aon is a natural next step in our journey to better serve our clients in the areas of people, risk and capital," said Willis Towers Watson CEO John Haley. Aon UK, Aon Ireland, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. 4 "The combination of Willis Towers Watson and Aon is a natural next step in our journey to better serve our clients in the areas of people . 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. The pending combination with Willis Towers Watson is expected to deliver: Aon andWillis Towers Watson continue to progress with their integration planning, most recently highlighted by the announcement of the future leadership team that, following the close of the combination, will collaborate to deliver new sources of value to clients and create new opportunities for colleagues.
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