Willis Group Holdings and Towers Watson shareholders have approved the proposals necessary to complete their merger.
The companies said that they expect that the transaction will close very early in the New Year, subject to customary closing conditions, including the receipt of certain regulatory approvals.
John Haley, the chairman and chief executive officer of Towers Watson, said, “We are confident that combining Towers Watson and Willis will accelerate both companies' long-term strategies and create substantial incremental value for shareholders. We look forward to working with Willis to successfully complete the transaction and realize the full benefits of the merger for all of our stakeholders.”
Dominic Casserley, the chief executive officer of Willis, added, “With the support of our shareholders, we are now focused on completing the transaction, successfully integrating the businesses, and realizing the combination's full value creation potential. These efforts are well underway, and we expect that they will create substantial incremental shareholder value through revenue, cash flow, and EBITDA growth superior to what either company could achieve independently.”
At Willis' extraordinary general meeting of shareholders, shareholders approved a proposal that Willis issue new shares to Towers Watson shareholders as required to complete the merger. Shareholders also approved proposals to change the name of the combined company to Willis Towers Watson upon completion of the merger and to execute a reverse stock split in which every 2.6490 of Willis shares would be converted to one share, allowing Towers Watson shareholders to receive one post-split Willis share for each Towers Watson share.
At Towers Watson's special meeting of stockholders, shareholders voted in favor of a proposal to approve the merger agreement with Willis, the only Towers Watson shareholder approval required for Towers Watson to complete the merger. In other business at the meeting, Towers Watson shareholders approved, on a non-binding, advisory basis, specified compensation arrangements between Towers Watson and its named executive officers relating to the transactions contemplated by the merger agreement.
Victoria Spears
Victoria Prussen Spears is senior vice president of Meyerowitz Communications Inc., a law firm marketing communications consulting company. A graduate of Sarah Lawrence College and Brooklyn Law School, Ms. Spears was an attorney at a leading New York City law firm before joining Meyerowitz Communications. She may be contacted at [email protected].