Election Deadline for Hilb Rogal & Hobbs Company Shareholders is September 29, 2008
23 Septiembre 2008 - 8:48AM
Business Wire
Hilb Rogal & Hobbs Company (NYSE:HRH), one of the world�s
largest insurance and risk management intermediaries, today
reiterated that the election deadline for HRH shareholders to make
merger consideration elections in connection with the proposed
merger with Willis Group Holdings Limited (NYSE:WSH) is 5 p.m., New
York City time, on September 29, 2008. HRH shareholders of record
wishing to make an election regarding the form of consideration
they would prefer to receive must deliver to Mellon Investor
Services LLC, the exchange agent in the merger, the following:
properly completed election forms, together with stock
certificates, if any, or a properly completed notice of guaranteed
delivery. These must be received by Mellon by the election deadline
of 5 p.m., New York City time, on September 29, 2008. HRH
shareholders who hold their shares in �street name,� hold
restricted share awards, or hold shares through the Employee Stock
Purchase Plan or Retirement Savings Plan may have an election
deadline earlier than September 29, 2008. They should carefully
review any materials they received to determine the election
deadline applicable to them. HRH shareholders are entitled to make
an election about the type of merger consideration (cash or shares
of Willis common stock) they prefer to receive for each share of
HRH common stock exchanged in the merger. In each case, such
consideration will have a value approximately equal to $46.00.
Based on the $35.81 average price per share of Willis common stock
on the NYSE during the ten trading day period ending on June 5,
2008, and based on the $31.61 average price per share of Willis
common stock on the NYSE during the ten trading day period ending
on August 21, 2008, the date of the proxy statement, the per share
merger consideration was $46.00 per share and $46.00 per share,
respectively. The implied value of the merger consideration will
fluctuate with the market price of Willis�s common stock under
certain circumstances described in the proxy statement/prospectus;
however, the implied value of the merger consideration, based on a
ten-day average pre-closing Willis common stock trading price, will
be the same regardless of whether a HRH shareholder elects to
receive cash or stock in exchange for their shares of HRH common
stock. All elections are subject to the proration procedures
provided in the merger agreement. As a result, HRH shareholders who
elect to receive entirely cash or entirely Willis common stock may
receive a combination of cash and common stock, and HRH
shareholders who elect to receive a combination of cash and Willis
common stock may receive cash and common stock in a different
proportion from what they elected. Shareholders who do not submit a
properly completed election form to Mellon by the election deadline
will be deemed to have no preference as to the form of
consideration they will receive and will receive cash, Willis
shares of common stock or a combination of both, depending on the
elections of other HRH shareholders. After HRH shareholders have
made their elections and tendered their HRH shares of common stock
to Mellon, they will be unable to sell or transfer their shares of
HRH common stock unless they validly revoke their election prior to
the election deadline. All of the documents necessary to make an
election were previously mailed to HRH shareholders of record on or
about August 27, 2008. HRH shareholders of record may obtain
additional copies of the election documents by contacting the
Information Agent, Georgeson Inc., toll-free at (888) 631-9679 or
(212) 440-9800 from outside of the U.S. A more complete description
of the merger consideration and the proration procedures applicable
to elections is contained in the proxy statement/prospectus dated
August 21, 2008, mailed to HRH shareholders of record on or about
August 27, 2008. HRH shareholders are urged to read the proxy
statement/prospectus carefully and in its entirety. Copies of the
proxy statement/prospectus may be obtained for free by following
the instructions below under �Where You Can Find More Information.�
Willis and HRH currently anticipate completing the merger on or
about October 1, 2008, subject to the satisfaction of customary
closing conditions, including receipt of HRH shareholder approval.
About Hilb Rogal & Hobbs Hilb Rogal & Hobbs Company (HRH)
is the eighth largest insurance and risk management intermediary in
the United States and the world, with over 140 offices around the
globe. HRH helps clients manage their risks in property and
casualty, employee benefits, professional liability and other areas
of specialized exposure. In addition, HRH offers a full range of
personal and corporate financial products and services. HRH is
focused on understanding our clients� businesses, employees and
risks, as well as the insurance and financial markets, so that we
can develop insurance, risk management and employee benefits
solutions that best fit their needs. The company�s common stock is
traded on the New York Stock Exchange, symbol HRH. More information
about HRH may be found at www.hrh.com. Important Merger-Related
Information On June 8, 2008, HRH announced that it had agreed to be
acquired by Willis Group Holdings Limited ("Willis"). The proposed
merger between Willis and HRH will be submitted to the HRH
shareholders for their consideration. Willis has filed with the
Securities and Exchange Commission (SEC) a Registration Statement
on Form S-4 that includes a definitive proxy statement of HRH that
also constitutes a prospectus of Willis. HRH shareholders and other
investors are urged to read the Registration Statement and the
definitive proxy statement/prospectus regarding the proposed
transaction, as well as any other relevant documents concerning the
proposed transaction and the companies that HRH or Willis files
with the SEC (and any amendments or supplements to those
documents), because these will contain important information.
Investors will be able to obtain a free copy of the definitive
proxy statement/prospectus, as well as other filings containing
information about Willis and HRH, without charge, at the SEC's
website (www.sec.gov). You may also obtain these documents, free of
charge, from Willis's website (www.willis.com) under the tab
"Investor Relations" and then under the heading "Financial
Reporting" and then under the item "SEC Filings Forms." Willis, HRH
and their respective directors, executive officers and other
employees may be deemed to be participants in the solicitation of
proxies from HRH shareholders in connection with the proposed
transaction. Information about Willis's directors and executive
officers is available in Willis's proxy statement, dated March 17,
2008. Information about HRH's directors and executive officers is
available in HRH's proxy statement, dated March 31, 2008.
Additional information about the interests of potential
participants is included in the definitive prospectus/proxy
statement. This document shall not constitute an offer to sell or
the solicitation of an offer to buy any securities, nor shall there
be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus, meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. Forward-Looking Statements
Forward-looking statements made in filings by the company with the
SEC, in the company's press releases or other public or shareholder
communications, or in oral statements made with the approval of an
authorized company executive officer, may include the words or
phrases "would be," "will allow," "expects to," "will continue,"
"is anticipated," "estimate," "project" or similar expressions and
are intended to identify "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
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