Because of this delay in receiving information from Aon and Willis Towers Watson, the ACCC said that it will now push-back the end-date of its review. As of 21 May 2020, Willis board was under probe over merger agreement with 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. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Aon and Willis Towers Watson agreed to merge in March 2020 in an all-stock deal, worth around $30 billion at the time. Both Aon and Willis Towers have made divestitures since the original announcement and European Union regulators are set to rule in early August 2021. 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"). DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) announced today that the firms have agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ). The principal sources of potential synergies and other cost reductions are as follows: The transaction is expected to be accretive to Aon adjusted EPS in the first full year of the combination with peak adjusted EPS accretion in the high teens2 after full realization of $800 million of pre-tax synergies.3 Willis Towers Watson and Aon anticipate savings of $267 million in the first full year of the combination, reaching $600 million in the second full year, with the full $800 million achieved in the third full year.3 Free cash flow accretion is expected to breakeven in the second full year of the combination with free cash flow accretion of more than 10% after full realization of synergies.3 The transaction is expected to generate over $10 billion of shareholder value creation from the capitalized value of the expected pre-tax synergies, based on the blended 2020 price to earnings ratio of Willis Towers Watson and Aon UK on 6 March 2020, net of $2.0 billion in one-time transaction, retention and integration costs.5. 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. The information contained therein is only current as of the date thereof. 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. Forward-looking statements are prospective in nature and are not based on historical facts, but rather current expectations of management about future events. The deal was called off in July 2021. No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily match or be greater or lesser than those for the relevant preceding financial periods for Aon and/or WTW as appropriate. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations of management about future events. You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. 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. 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. In addition, results for the year ended December 31, 2020 and the quarter ended March 31, 2021, are not necessarily indicative of results that may be expected for any future period, particularly in light of the continuing effects of the COVID-19 pandemic. Gallagher is a global leader in insurance, risk management and consulting services generating more than $6 billion in 2020 revenue. The parties expect the transaction to close in the first half of 2021, subject to satisfaction of these conditions. 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. 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. These factors may be revised or supplemented in subsequent reports filed with the SEC. The directors of WTW accept responsibility for the information contained in this document relating to WTW. "This transaction accelerates that journey by providing our combined teams the opportunity to drive innovation more quickly and deliver more value. BEFORE MAKING ANY VOTING DECISION, HOLDERS OF AON UK, AON IRELAND AND/OR WILLIS TOWERS WATSON SECURITIES ARE URGED TO READ THOSE FILINGS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE PROPOSED COMBINATION. Aon plc(NYSE:AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. The factors identified above are not exhaustive. All subsequent written and oral forward-looking statements attributable to Aon UK, Aon Ireland, Willis Towers Watson and/or any person acting on behalf of any of them are expressly qualified in their entirety by the foregoing paragraphs, and the information contained on any websites referenced in this communication is not incorporated by reference into this communication. Aon's financial advisor in respect of the Proposed Combination is Credit Suisse Securities (USA) LLC and its legal advisors are Latham & Watkins, LLP, Freshfields Bruckhaus Deringer LLP and Arthur Cox. 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. 4Calculated as the sum of the market capitalization of Aon UK, based on the closing price of Aon ordinary shares of $214.81 on 6 March 2020, and the equity value of Willis Towers Watson as implied by the Proposed Combination. The pending combination with Willis Towers Watson is expected to deliver: Aon andWillis Towers Watson continue to progress with their integration planning, most recently highlighted by the announcement of the future leadership team that, following the close of the combination, will collaborate to deliver new sources of value to clients and create new opportunities for colleagues. The requirement will continue until this offer period ends. 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. However, there were still. 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. On the same day the Aon-Willis merger was terminated (July 26), Aon announced that CEO Case and CFO Case had extended their employment agreements until 2026. 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. Sign up for News Alertshere. Aon and Willis Towers Watson 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. 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. Related: Arthur J. Gallagher. Terms used in this paragraph should be read in light of the meanings given to those terms in the Irish Takeover Rules. For more information about Willis Towers Watson, see www.willistowerswatson.com. 2 This statement should not be construed as a profit forecast or interpreted to mean that the profits or earnings of Aon will necessarily match or be greater than or be less than those for the relevant preceding financial period or any other period. In particular, this communication is not an offer of securities for sale into the United States. 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). Striving to do what is right even when difficult. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. 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. Deal Watch: For Aon, Willis Towers Watson and 6 Law Firms, a $30B Merger That Wasn't. The insurance mega-merger is off a month after the U.S. Department of Justice filed suit to block it. LONDON, March 9, 2020 /PRNewswire/ -- Aon plc (NYSE:AON) and Willis Towers Watson (NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction with an implied combined equity value of approximately $80 billion. The combined firm is committed to maintaining long-term financial goals of mid-single digit or greater organic revenue growth and double-digit free cash flow growth; and is expected to maintain Aon's current credit rating. Guided by a one firm mindset, the new leadership team will come together following the close of the combination to deliver new . "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.". As a result of this announcement, Aon is bound by the restrictions set out in Rule 2.8 of the Irish Takeover Rules. We are confident that the combination would have accelerated our shared ability to innovate on behalf of clients, but the inability to secure an expedited resolution of the litigation brought us to this point. The move comes. Interested parties can listen to the conference call by dialing (800) 369-3354 (within the U.S.) or (210) 234-0114 (outside of the U.S.) using access code: Aon, or via a live audio webcast at www.aon.comand www.willistowerswatson.com. Originally the end-date had been May 27th 2021, but this will now push-back to an as yet unannounced date, with the ACCC saying it will announce a proposed decision date in due course. For more information about Willis Towers Watson, see www.willistowerswatson.com. Under the terms of the agreement unanimously approved by the Boards of Directors of both companies, each Willis Towers Watson shareholder will receive 1.08 Aon ordinary shares for each Willis Towers Watson ordinary share, and Aon shareholders will continue to own the same number of ordinary shares in the combined company as they do immediately prior to the closing. The agreement resolves questions raised by the European Commission and is intended to address certain questions raised by regulators in certain other jurisdictions. "Despite regulatory momentum around the world, including the recent approval of our combination by the European Commission, we reached an impasse with the U.S. Department of Justice,"said Aon CEO Greg Case. Aon Willis Towers Watson Agents & Brokers Mergers & Acquisitions John Haley (left) and Carl Hess Willis Towers Watson PLC on Thursday outlined a bold plan to deliver $10 billion+ in revenues. This communication is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. "Going forward, our focus remains steadfast on our colleagues, our clients and our shareholders. Aon plc and Willis Towers Watson announced that the firms have agreed to terminate their $30 billion business combination agreement and end litigation with the U.S. Department of Justice (DOJ).. Aon plc(NYSE: AON) is a leading global professional services firm providing a broad range of risk, retirement and health solutions. The European Commission (EC) is currently conducting an antitrust review of Aon's proposed $30 billion bid for Willis Towers Watson.. Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. 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. Aon today confirms that it does not intend to pursue this business combination. 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. 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. 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. The information contained therein is only current as of the date thereof. 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. Retention costs are subject to Irish Takeover Panel approval. or more of any class of "relevant securities" of Aon UK, Aon Ireland or Willis Towers Watson, all "dealings" in any "relevant securities" of Aon UK, Aon Ireland or Willis Towers Watson (including by means of an option in respect of, or a derivative referenced to, any such relevant securities) must be publicly disclosed by no later than 3:30 p.m. (Eastern time) in respect of the relevant securities of Aon UK, Aon Ireland and Willis Towers Watson on the business day following the date of the relevant transaction. 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. Market-leading rankings and editorial commentary - see the top law firms & lawyers for Competition and antitrust in Mexico 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. LONDON, U.K. - Aon plc (NYSE:AON) and Willis Towers Watson (NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction (the "Proposed Combination") with an implied combined equity value of approximately $80 billion.