See 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 additional documents filed by Willis Towers Watson with the SEC, the contents of which are not incorporated by reference into, nor do they form part of, this Announcement, for a further discussion of these and other risks and uncertainties applicable to Willis Towers Watson 's businesses. 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. These forward-looking statements include information about possible or assumed future results of Aon's and/or WTW's operations, the uncertainty surrounding the COVID-19 pandemic, the pending combination of Aon and WTW (the "Combination"), expectations related to regulatory approvals of the Combination, and divestitures to be made in connection with the Combination. Aon shares were up by 9.2% on the NYSE as at 13:00 EDT to $253.89 after news broke earlier in the day that it had abandoned its proposed $30bn mega merger with Willis Towers Watson in the face of . 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. 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. 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 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. 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. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. "We appreciate the extraordinary value these colleagues have delivered to our clients and our company. Aon CEO Makes the Case. Aon and Willis Towers Watson said they have, "agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ)." The $30 billion acquisition. Striving to do what is right even when difficult. Aon plc 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. 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. 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. About Aon 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. 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. These factors may be revised or supplemented in subsequent reports filed with the SEC. 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. Statements Required by the Irish Takeover Rules Lyles made the announcement via Twitter. 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. Insurance brokers Aon and Willis Towers Watson said on Monday they had agreed to terminate their $30 billion merger agreement and end their litigation with the U.S. Department of Justice. The factors identified above are not exhaustive. 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. 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. A replay of the conference call will be available for 30 days following the live conference call and can be accessed by dialing (866) 452-2113 (within the U.S.) or (203) 369-1217 (outside of the U.S.). In a joint statement, Aon and WTW noted their disagreement with the decision. For more information about Willis Towers Watson, see www.willistowerswatson.com. London-based advisory insurance and risk management broker Willis Towers Watson has rehired Andrew Krasner, a former executive, as CFO, part of its effort to realign its strategic priorities following its attempted merger with Aon, which failed because of antitrust concerns. 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. The directors of WTW accept responsibility for the information contained in this document relating to WTW, except for statements made by Aon in respect of WTW. 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. 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. This document, if and when filed, as well as Willis Towers Watson's, Aon UK's and Aon Ireland's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and, in the case of Aon UK's and Aon Ireland's filings, at Aon UK's website at www.aon.com, and in the case of Willis Towers Watson's filings, at Willis Towers Watson's website at www.willistowerswatson.com. Market-leading rankings and editorial commentary - see the top law firms & lawyers for Competition and antitrust in Mexico 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 . Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. 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. 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. 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. As of 21 May 2020, Willis board was under probe over merger agreement with Aon. 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. ", Case added, "Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. "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.". The events of the last year have only reinforced that rationale, and this announcement is an important step toward realizing that potential," said John Haley, Willis Towers Watson's CEO. 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. 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"). Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations of management about future events. (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. 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. Shareholders of both firms approved the merger in August. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. 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. 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. Health & Benefits business units in France, Spain and Germany. 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. "The DOJ position overlooks that our complementary businesses operate across broad, competitive areas of the economy. Aon. Aon UK, Aon Ireland, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. While. 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. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. Investor_Relations@willistowerswatson.com. The joint proxy statement will be filed with the SEC. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. 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. 4 *All intraday prices are subject to a delay of fifteen (15) minutes. 3There are various material assumptions underlying the synergies and other cost reduction statements in this document which may result in the synergies and other cost reductions being materially greater or less than estimated. The announcement on Monday from Aon and Willis Towers Watson that they have abandoned their $30bn mega-merger has plunged the future of Willis Re into even deeper uncertainty as its sale. [23] Carl Hess becomes CEO [ edit] Gregory Case, Aon's chief executive officer, will be CEO of the . 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. 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. I hold an MPhil in Economic Research and a BA in Economics from the University of . 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. 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). The agreement resolves questions raised by the European Commission and is intended to address certain questions raised by regulators in certain other jurisdictions. Joint Conference Call and Other Materials, Aon and Willis Towers Watson will conduct a joint live conference call and webcast today (March 9, 2020) at 8:30 a.m. (EDT). 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). I am a Manager at Flint Global (London). The information contained therein is only current as of the date thereof. Statements Required by the Irish Takeover RulesThe directors of Aon accept responsibility for the information contained in this document relating to Aon. 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. Forward-looking statements should therefore be construed in the light of such factors. 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 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. <br><br>Significant experience across Insurance, Markets, International Banking, Corporate Banking, Retail Banking and Wealth businesses. This was a bold piece of deal-making and successful execution looked likely to create significant upside. 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. Aon remains positioned to further build on the firm's track record of over a decade of progress on key financial metrics and achievement of external commitments. As a result of the decision to drop the merger, Aon will pay a $1 billion (864 million) break fee to Willis. Aon and Willis Towers Watson continue to work toward obtaining additional regulatory approval in all relevant jurisdictions, including the United States, where regulators are conducting an independent review of the Aon and WTW combination. 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. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. 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. The directors of WTW accept responsibility for the information contained in this document relating to WTW. Media ContactsAon - Nadine Youssef, mediainquiries@aon.com, +1 833 751 8114Willis Towers Watson - Miles Russell, miles.russell@willistowerswatson.com, +44 (0) 7903262118, Investor ContactsAon - Leslie Follmer, investor.relations@aon.com, +1 312 381 3310Willis Towers Watson - Claudia De La Hoz, Investor_Relations@willistowerswatson.com, +1 215 246 6221. The information contained therein is only current as of the date thereof. Decision Follows DOJ Lawsuit to Prevent Harmful Consolidation and Preserve Competition Attorney General Merrick B. Garland today released the following statement on Aon plc's and Willis Towers Watson's announcement that the firms agreed to terminate their planned $30 billion merger. 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. "We announced this combination knowing that the complementary capabilities of our two firms would allow us to deliver more value to clients and opportunities for colleagues. Aon may update, amend, supplement or otherwise alter the information contained in any such materials by subsequent presentations, reports, filings, or other means without notice. I have provided economic analysis and advice in UK, European, and international merger proceedings, follow-on damages cases, and competition litigation. 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. Operations Manchester United 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. See Aon UK's Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, and additional documents filed by Aon UK and/or Aon Ireland with the SEC, the contents of which are not incorporated by reference into, nor do they form part of this communication, for a further discussion of these and other risks and uncertainties applicable to Aon UK's and Aon Ireland's businesses. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an interest in relevant securities of Aon UK, Aon Ireland or Willis Towers Watson, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. To the best of the knowledge and belief of the directors of Willis Towers Watson (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 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. "This transaction accelerates that journey by providing our combined teams the opportunity to drive innovation more quickly and deliver more value. Follow Aon on Twitterand 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 Alertshere. None of thesynergies or other cost reductions statements or the EPS or cash flow accretion statements should 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. 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. An energetic leader and consultant unafraid of detail or complexity. Aon will maintain operating headquarters in London. 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.