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. However, there were still. 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. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. Aon plc(NYSE:AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. 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. <br><br>Diverse experiences in leadership roles include running a global function with teams across . 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. Aon PLC and Willis Towers Watson PLC scrapped a $30.55 billion merger amid the prospects of a drawn-out battle with the U.S. Department of Justice, marking the third-largest insurance deal termination since 2016. 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. The much-awaited merger between Willis Towers Watson plc WLTW and Aon plc AON has been terminated. Similarly, any vote in respect of resolutions to be proposed at the Aon Ireland shareholders meeting to approve the issuance of Class A ordinary shares of Aon Ireland under the proposed combination should be made only on the basis of the information contained in the joint proxy statement. This communication contains certain statements that are forward-looking, as that term is defined in the Private Securities Litigation Reform Act of 1995. Aon earned $379 million, $1.66 per fully diluted share, on revenue of $2.88 billion during the second quarter. 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. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. As a result of this announcement, Aon is bound by the restrictions set out in Rule 2.8 of the Irish Takeover Rules. 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. Eversheds Sutherland > Dublin, Ireland > Firm Profile. ", "Our team's resilience and commitment are a source of pride and confidence. They have continued to bring to life Willis Towers Watson's compelling value proposition to better serve our clients in the areas of people, risk and capital," said Willis Towers Watson CEO John Haley. 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 information contained therein is only current as of the date thereof. 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. [22] The deal was called off on 26 July 2021 after failing to reach agreement with the US Department of Justice. 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. 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 joint proxy statement will be filed with the SEC. Investor_Relations@willistowerswatson.com. Defending itself in the courts against the United States Department of Justice's objections to its proposed merger with rival insurance and reinsurance broker Willis Towers Watson (WTW), Aon. July 26 (Reuters) - Aon Plc (AON.N) and Willis Towers Watson Plc on Monday called off a $30 billion merger that would have created the world's largest insurance broker, saying U.S.. 2Statements in this document that the Proposed Combination is accretive to adjusted EPS should not be interpreted to mean that Aon UK, Aon Ireland or Willis Towers Watson 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. 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. 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. Aon UK, Aon Ireland, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. The Board of Directors will comprise proportional members from Aon and Willis Towers Watson's current directors. 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. 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. 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. 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. The deal's cancellation comes just over a month after the DOJ filed a lawsuit to block the merger. It is intended that the combination will be implemented by means of a court-sanctioned scheme of arrangement of Willis Towers Watson and Willis Towers Watson Shareholders under Chapter 1, Part 9 of the Irish Companies Act of 2014. Although management believe that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. <br><br>Significant experience across Insurance, Markets, International Banking, Corporate Banking, Retail Banking and Wealth businesses. 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. Insurance brokerage Arthur J. Gallagher & Co. is in talks to buy a portfolio of assets from Aon Plc and Willis Towers Watson Plc for about $3 billion, according to people familiar with the matter. 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. 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 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. 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. No statement in this announcement constitutes an asset valuation. The Winfield, Louisiana native is headed back to his hometown after a short stay at JSU. Please watch the NASA video highlighted near the end of Liked by Julia Hodges 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. 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). Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. Interests in securities arise, in summary, when a person has a long economic exposure, whether conditional or absolute, to changes in the price of securities. As a result of the Aon-Willis agreement collapsing, Gallagher said later on . 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. 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. These businesses will be divested for a total consideration of $3.57 billion. Save article. It is expected that the Reorganization of the Aon Group described in the Reorganization Proxy Statement will be completed prior to the completion of the combination, such that prior to completion of the combination, Aon Ireland will be the publicly traded parent company of the Aon Group. 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. 5Aon anticipates the cost to achieve expected synergies will be $1.4 billion, excluding transaction costs of approximately $200 million and retention costs of up to $400 million. Statements Required by the Irish Takeover Rules 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. ", "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. 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. As laid out in the business combination agreement, Aon will pay Willis a $1 billion termination fee.. The directors of WTW accept responsibility for the information contained in this document relating to WTW. The surprise announcement came as Aon, Willis and the DoJ prepared for a . I work to create solutions people believe in and give value.<br><br>I have broad cross-disciplinary and multi-sector experience and have worked to service rail . The defensive tackle announced on Friday evening he would be taking his talents to Louisiana Tech. Further information concerning Aon UK and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Aon UK's results of operations and financial condition (and which shall apply equally to Aon Ireland following the completion of the reorganization of Aon UK as described in Aon UK's Proxy Statement on Schedule 14A, dated and filed with the SEC on December 20, 2019), is contained in Aon UK's filings with the SEC. Statements Required by the Irish Takeover RulesThe directors of Aon accept responsibility for the information contained in this document relating to Aon. "This agreement demonstrates strong momentum on the path to close our proposed combination with Willis Towers Watson," said Greg Case, Aon's CEO. Technology, Operations & Change leader with a proven track record of shaping & delivering wide ranging impact globally across diverse businesses and cultures. 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. 4 (NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. 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, goals and expectations with respect to performance, business strategies, competitive strengths, goals, plans, references to future successes, the termination of the Combination, the termination of litigation relating to the Combination and payment of the termination fee under the BCA, are forward-looking statements. 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. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. 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. As part of Flint's Competition & Regulation team, I advise clients on competition, regulatory, and economic issues. 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. 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"). 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. The information contained therein is only current as of the date thereof. The synergies estimates exclude any potential revenue synergies. Willis Towers Watson's financial advisor in respect of the Proposed Combination is Goldman Sachs & Co. LLC and its legal advisors are Weil, Gotshal & Manges LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Matheson.