TIDM0Y4Q
RNS Number : 2734S
Willis Towers Watson PLC
07 July 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION.
FOR IMMEDIATE RELEASE
July 7, 2020
Recommended All-Share Combination of
AON PLC
AND
WILLIS TOWERS WATSON PLC
to be implemented by means of a scheme of arrangement
under Chapter 1 of Part 9 of the Irish Companies Act 2014
Announcement relating to convening of Court Meeting and
Extraordinary General Meeting
On March 9, 2020, Willis Towers Watson plc, a public limited
company incorporated in Ireland ("WTW" or the "Company") and Aon
plc, a public limited company incorporated in England ("Aon UK")
announced that they had entered into a definitive agreement to
combine in a recommended all-share transaction of Aon UK and WTW
(the "Proposed Combination"). On April 1, 2020, Aon UK completed
its previously announced cancellation scheme of arrangement,
pursuant to which an Irish public limited company named Aon plc
("Aon Ireland") became the public parent company of Aon UK, and all
of the members of the board of directors of Aon UK became members
of the board of directors of Aon Ireland. In connection with the
foregoing, on April 2, 2020, Aon UK assigned all of its rights and
obligations under the Business Combination Agreement to Aon
Ireland, and Aon Ireland assumed all such rights and obligations.
We refer to Aon UK, prior to such assignment, and Aon Ireland,
after such assignment, as "Aon." The Proposed Combination is to be
implemented by means of a scheme of arrangement under Chapter 1 of
Part 9 of the Irish Companies Act of 2014 (the "Scheme").
The Company announces that on July 6, 2020 the High Court of
Ireland made an order directing that the Court Meeting be convened
and notes that details in relation to the date, time and place of
the Court Meeting and related Extraordinary General Meeting (the
"EGM") are as set out below.
The Court Meeting is to be held on August 26, 2020 at 10:30
a.m., EDT, and the second, the EGM is to be held on August 26, 2020
at 11:00 a.m., EDT, or, if the Court Meeting has not concluded by
11:00 a.m., EDT, as soon as possible after the conclusion or
adjournment of the Court Meeting. Both the Court Meeting and the
EGM will be held at Willis Towers Watson Public Limited Company,
1450 Brickell Avenue, Suite 1600, Miami, Florida 33131, United
States and Matheson, 70 Sir John Rogerson's Quay, Dublin 2, Irelan
d (where such participation in Ireland shall be by technological
means) .
Statement Required by the Irish Takeover Rules
The directors of WTW accept responsibility for the information
contained in this announcement. To the best of the knowledge and
belief of the directors of WTW (who have taken all reasonable care
to ensure such is the case), the information contained in this
announcement for which they respectively accept responsibility is
in accordance with the facts and does not omit anything likely to
affect the import of such information.
No Offer Or Solicitation
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.
In particular, this communication is not an offer of securities
for sale into the United States. 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.
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.
Subject to the right of Aon to implement the Proposed
Combination by way of a Takeover Offer (as defined below) as an
alternative to the Scheme, and subject to the provisions of the
Business Combination Agreement and with the Irish Takeover Panel's
consent, the Proposed Combination will be implemented solely by
means of the Scheme documentation, which will contain the full
terms and conditions of the Proposed Combination, including details
of how WTW shareholders may vote in respect of the Proposed
Combination.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish Takeover Panel
Act, 1997, Takeover Rules, 2013 (the "Irish Takeover Rules"), if,
during an "offer period," any person is, or becomes "interested"
(directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Aon or WTW, all "dealings" in any
"relevant securities" of Aon or WTW (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
3.30pm (EDT) in respect of the relevant securities of Aon and WTW
on the business day following the date of the relevant transaction.
The requirement will continue until this offer period ends. If two
or more persons co-operate on the basis of any agreement, either
express or tacit, either oral or written, to acquire an interest in
relevant securities of Aon or WTW, they will be deemed to be a
single person for the purposes of Rule 8.3 of the Irish Takeover
Rules. Under Rule 8.1 of the Irish Takeover Rules, all dealings in
relevant securities of WTW by Aon, or relevant securities of Aon by
WTW, or by any party acting in concert with either of them must
also be disclosed by no later than 12:00 p.m.,EDT, in respect of
the relevant securities of Aon and WTW on the business day
following the date of the relevant transaction. 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. 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.
Terms used in this paragraph should be read in light of the
meanings given to those terms in the Irish Takeover Rules. If you
are in any doubt as to whether or not you are required to disclose
dealings under Rule 8 of the Irish Takeover Rules, consult with the
Irish Takeover Panel's website at www.irishtakeoverpanel.ie or
contact the Irish Takeover Panel by telephone on +353 1 678
9020.
General
Certain capitalised words used in this announcement and not
herein defined have the meanings given to such words in the Rule
2.5 Announcement dated March 9, 2020 issued by WTW and Aon (the
"Rule 2.5 Announcement"). The bases and sources set out in the Rule
2.5 Announcement have been used in this announcement, unless
otherwise stated or the context otherwise requires.
A copy of this announcement will be available, free of charge
(subject to certain restrictions relating to persons resident in
certain restricted jurisdictions) on the WTW website at
www.investors.willistowerswatson.com by no later than 12 p.m., EDT,
on the business day following this announcement and throughout the
course of the Proposed Combination. Neither the contents of the WTW
website nor the contents of any other website accessible from
hyperlinks are incorporated into, or form part of, this
announcement.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISEBDLFBBDLFBBE
(END) Dow Jones Newswires
July 07, 2020 06:30 ET (10:30 GMT)
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