(Bloomberg) — Towers Watson & Co. shareholders should vote against an $8.9 billion merger with Willis Group Holdings Plc even after the insurance broker increased the offer amid a backlash from investors, proxy adviser Glass Lewis & Co. said in a report.

The transaction remains "inappropriately structured" and Towers Watson investors should reject the deal, Glass Lewis said in an updated report published Dec. 2. Glass Lewis and Institutional Shareholder Services had earlier urged Towers Watson investors to reject the initial terms, before both companies agreed to more than double the one-time cash dividend.

Towers Watson saw investors push back after the initial deal, announced in June, valued the consulting firm at about $8.7 billion. Willis is seeking to merge with Towers Watson to compete against diversified rivals including Aon Plc and Marsh & McLennan Cos., and its investors would own about 50.1% of the combined company.

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