The mega-merger deal, first announced in March 2020, already has shareholder approval from both companies, who had hoped to complete the transaction by the first half of 2021. The synergies and other cost reductions have been reported on in accordance with Rule 19.3(b) of the Irish Takeover Rules by (i) Ernst & Young and (ii) Credit Suisse International. 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. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. 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. The much-awaited merger between Willis Towers Watson plc WLTW and Aon plc AON has been terminated. 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. 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. Aon and Willis Towers Watson Announce Merger | PLANADVISER The parties expect the transaction to close in the first half of 2021, subject to satisfaction of these conditions. Aon and Willis Towers Watson have announced the executive team that will lead them when the two global re/insurance brokers merge. 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. Copies of their respective reports are included in Appendix 4 and Appendix 5 to the Rule 2.5 Announcement. 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. Operations Manchester United 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. Aon-Willis mega-merger decision deadline announced Statements Required by the Irish Takeover RulesThe directors of Aon accept responsibility for the information contained in this document relating to Aon. 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, future capital expenditures, growth in commissions and fees, changes to the composition or level of its or their revenues, cash flow and liquidity, expected tax rates, business strategies, competitive strengths, goals, the benefits of new initiatives, growth of its or their business and operations, plans, references to future successes, and expectations with respect to the timing, closing and benefits of the Combination, including divestitures made in connection with the Combination, are forward-looking statements. 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 announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. . Aon-Willis: Still a win, but a smaller win - insidepandc.com [22] The deal was called off on 26 July 2021 after failing to reach agreement with the US Department of Justice. Guided by a one firm mindset, the new leadership team will come together following the close of the combination to deliver new . 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. As part of Flint's Competition & Regulation team, I advise clients on competition, regulatory, and economic issues. As a result of the decision to drop the merger, Aon will pay a $1 billion (864 million) break fee to Willis. Attorney General Merrick B. Garland's Statement on Aon and Willis 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. These businesses will be divested for a total consideration of $3.57 billion. 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"). March 01, 2021 Last week, Willis's stock closed 3.1% below Aon's. Using the deal price of 1.08 Aon shares per Willis share, the current prices reflect a 10.3% discount on Willis relative to the price implied by the offer, a figure often referred to as the merger arbitrage spread (arb spread). About Willis Towers WatsonWillis 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. 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. 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. [23] Carl Hess becomes CEO [ edit] Aon and Willis Towers Watson Call Off Planned Merger After D.O.J. Suit The joint proxy statement will be filed with the SEC. 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. ", Case added, "Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. Aon confirms it is not pursuing business combination with Willis Towers 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. As a result of this announcement, Aon is bound by the restrictions set out in Rule 2.8 of the Irish Takeover Rules. Forward-looking statements should therefore be construed in the light of such factors. Aon-Willis Towers Watson Merger Faces U.S. Antitrust Suit - The New This 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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