...to vote in favor of their proposed combination.
In its August 7, 2020 independent report, ISS noted, "The strategic rationale is sound and the and Willis Towers Watson Public Limited Company (NASDAQ: WLTW) today announced that they have both received recommendations from Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis") to vote in favor of their proposed combination. merger is expected to deliver $800 million of cost synergies and be accretive to both adjusted EPS and free cash flow."2 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.
1 Permission to quote from the reports of ISS and Glass Lewis was neither sought nor obtained.
2 This statement should not be interpreted to mean that earnings per share of Aon or WTW 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 or any other period. There are various material assumptions underlying the synergies and other cost reduction statements in this communication that may result in the synergies and other cost reductions being materially greater or less than estimated. The estimates should therefore be read in conjunction with the bases and assumptions for the synergy numbers, which are set forth in Appendix I of the announcement of the combination by Aon and WTW on March 9, 2020 pursuant to Rule 2.5 of the Irish Takeover Rules (the "Rule 2.5 Announcement"). The synergies and other cost reductions have been reported on in accordance with Rule 19.3(b) of the Irish Takeover Rules by each of Ernst & Young LLP and Credit Suisse International. Copies of their respective reports are included in the Rule 2.5 Announcement. The synergies estimates exclude any potential revenue synergies. None of the synergies or other cost reductions statements, or the earnings per share or cash flow accretion statements, should be construed as a profit forecast or interpreted to mean that the profits or earnings of Aon or WTW in the first full year following the combination, or in any subsequent period, will necessarily match or be greater than or be less than those of Aon or WTW for the relevant preceding financial period or any other period.
Scan here to download the app