HRH Announces Preliminary Merger Consideration Election Results
30 Septiembre 2008 - 8:30AM
Business Wire
Hilb Rogal & Hobbs Company (NYSE:HRH), one of the world�s
largest insurance and risk management intermediaries, today
announced the preliminary results of elections made by HRH
shareholders regarding their preferences as to the form of merger
consideration they will receive in the pending acquisition of HRH
by Willis Group Holdings Limited (�Willis�). The election deadline
for HRH stockholders to have made merger consideration elections in
connection with the proposed merger expired at 5 p.m. New York City
time on September 29, 2008. Of the 37,282,858 shares of HRH common
stock outstanding as of September 29, 2008: 26,994,371 shares or
72.40% elected to receive cash; 9,871,179 shares or 26.48% elected
to receive Willis common stock; and 112,213 shares or 0.30% did not
make a valid election or made no election. The elections with
respect to approximately 5,241,396 of the foregoing shares electing
to receive cash and approximately 1,915,553 of the foregoing shares
electing to receive stock were made pursuant to the notice of
guaranteed delivery procedure which requires the delivery of HRH
shares to the exchange agent for the merger by 5:00 p.m. New York
City time on October 2, 2008. If the exchange agent does not
receive the required share certificates or book-entry transfer of
shares by this guaranteed delivery deadline, the HRH shares subject
to such election will be treated as shares that did not make a
valid election. After the final results of the election process are
determined, the actual merger consideration and the allocation of
the merger consideration will be computed using the formula in the
merger agreement and will be based on, among other things, the
actual number of shares of HRH common stock outstanding immediately
prior to the closing date, the final results of the election
process and the value of Willis common stock for the ten trading
days ending on the second full trading day prior to the closing
date. The aggregate amount of Willis common stock that will be
issued in the merger is capped at 19.9% of the outstanding Willis
shares immediately prior to the closing date. A press release
announcing the final merger consideration will be issued after the
final merger consideration is determined. 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 which was mailed to HRH
stockholders of record on or about August 27, 2008. HRH and Willis
expect to complete the merger on October 1, 2008. About Hilb Rogal
& Hobbs Hilb Rogal & Hobbs Company (HRH) is the eighth
largest insurance and risk management intermediary in the United
States, with over 140 offices throughout the United States and the
world. 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. 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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