Aon - Willis Towers Watson deal gets endorsement from ISS and Glass Lewis


Official statement from Aon plc:

Aon plc and Willis Towers Watson Public Limited have announced that they have both received recommendations from Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") to vote in favour of their proposed combination.

In its August 7, 2020 independent report, ISS noted, "The strategic rationale is sound and the merger is expected to deliver $800 million of cost synergies and be accretive to both adjusted EPS and free cash flow." The ISS report also highlights that, "AON and WLTW have complementary businesses and client bases across geographies and client segments, which may provide the potential for revenue upside."

In its August 10, 2020 independent report, Glass Lewis noted, "We find the proposed merger is strategically and financially compelling and structured in a reasonable manner which impacts an acceptable valuation and ownership split for WLTW shareholders."

The special meeting of Willis Towers Watson shareholders ordered by the High Court of Ireland and the extraordinary general meetings of the shareholders of both Aon and Willis Towers Watson are scheduled to take place on August 26, 2020. Please refer to the joint proxy statement filed by each of Aon and Willis Towers Watson with the Securities and Exchange Commission on July 8, 2020 for further details on voting and meeting logistics. Aon's Board of Directors recommends that Aon shareholders vote FOR all proposals at the Aon extraordinary general meeting. Willis Towers Watson's Board of Directors recommends that WLTW shareholders vote FOR all proposals at each of the Willis Towers Watson court meeting and extraordinary general meeting.

Upon the closing of the combination, Willis Towers Watson shareholders will receive 1.08 Aon shares in exchange for each Willis Towers Watson share they held immediately prior to the closing. The combination is expected to close in the first half of 2021, pending customary regulatory and other closing conditions.