4 The announcement that Aon and Willis would call off the deal, unveiled in March 2020 just before the pandemic upended commerce around the world, came after the Justice Department sued to block the . For more information about Willis Towers Watson, see www.willistowerswatson.com. Gregory Case, Aon's chief executive officer, will be CEO of the . Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of the date on which they are made. The directors of WTW accept responsibility for the information contained in this document relating to WTW, except for statements made by Aon in respect of WTW. Aon CEO Makes the Case. DUBLIN, May 12, 2021 /PRNewswire/ --Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) today announced they have signed a definitive agreement to sell Willis Re and a set of Willis Towers Watson corporate risk and broking and health and benefits services to Arthur J. Gallagher & Co. (Gallagher). The synergies estimates exclude any potential revenue synergies. In the face of antitrust concerns, Aon PLC announced Monday it would terminate its agreement to buy rival Willis Towers Watson PLC, raising questions over which companies will benefit or suffer. 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. The surprise announcement came as Aon, Willis and the DoJ prepared for a . To the best of the knowledge and belief of the directors of Aon UK (who have taken all reasonable care to ensure such is the case), the information contained in this document for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. Media ContactsAon - Nadine Youssef, mediainquiries@aon.com, +1 833 751 8114Willis Towers Watson - Miles Russell, miles.russell@willistowerswatson.com, +44 (0) 7903262118, Investor ContactsAon - Leslie Follmer, investor.relations@aon.com, +1 312 381 3310Willis Towers Watson - Claudia De La Hoz, Investor_Relations@willistowerswatson.com, +1 215 246 6221. "Our world-class expertise across risk, retirement and health will accelerate the creation of new solutions that more efficiently match capital with unmet client needs in high-growth areas like cyber, delegated investments, intellectual property, climate risk and health solutions.". Willis Towers Watson has more than 45,000 employees and services clients in more than 140 countries. Any forward-looking statements in this communication are based upon information available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. The deal was called off in July 2021. Aon expressly disclaims any obligation to review, update or correct these materials after the date thereof. However, there were still. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. While. Further information concerning Willis Towers Watson and its businesses, including economic, competitive, governmental, regulatory, technological and other factors that could materially affect Willis Towers Watson's results of operations and financial condition, is contained in Willis Towers Watson's filings with 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). Critics worry the giant companies taking over outsourced responsibilities are too big to effectively manage individual investors and that many employers are too small to adequately keep those firms in check. 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. Aon may update, amend, supplement or otherwise alter the information contained in any such materials by subsequent presentations, reports, filings, or other means without notice. In the the termination announcement, Willis CEO . 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. 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. Important Additional Information Will Be Filed With The SEC. Information regarding the persons who may, under the rules of the SEC, be deemed to be participants in the solicitation of shareholders, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the joint proxy statement. Income was down from $398 million, $1.70 per share, a year ago, but revenue rose by. 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. 1 There are various material assumptions underlying the synergies, which may result in the synergies and other cost reductions being materially greater or less than estimated. Aon and Willis had agreed to sell $3.6bn worth of assets to their rival Gallagher to smooth that aspect of the deal. 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. The deal had a value of about $30 billion. Get this Chicago Tribune page for free from Thursday, May 22, 1986 wiciuiiu iiiuuiic, iiiuiSuay, iviay cl, idoo Almanac. The announcements ar Insurance brokers Aon and Willis Towers Watson said on Monday they had agreed to terminate their $30 billion merger agreement and end their litigation with the U.S. Department of Justice. While Aon and WTW are working to complete their combination as soon as possible during the third quarter of 2021,the completion remains subject to the receipt of required regulatory approvals and clearances, including with respect to United States antitrust laws, as well as other customary closing conditions. The combined company, to be named Aon, will be the premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health. As part of Flint's Competition & Regulation team, I advise clients on competition, regulatory, and economic issues. [23] Carl Hess becomes CEO [ edit] 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. ", Case added, "Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. The. 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 UK, Aon Ireland or Willis Towers Watson, they will be deemed to be a single person for the purposes of Rule 8.3 of the Irish Takeover Rules. Forward-looking statements should therefore be construed in the light of such factors. These factors may be revised or supplemented in subsequent reports filed with the SEC. Form 10-K (annual report [section 13 and 15(d), not s-k item 405]) filed with the SEC Aon and Willis Tower had been betting on the merger to generate annual cost savings of $800 million and boost revenue through the sale of the new products, in areas such as intellectual. For more information about Willis Towers Watson, see www.willistowerswatson.com. Krasner has been the CFO of insurance brokerage AssuredPartners for . Aon and Willis Towers Watson said they have, "agreed to terminate their business combination agreement and end litigation with the U.S. Department of Justice (DOJ)." The $30 billion acquisition. Upon completion of the combination, existing Aon shareholders will own approximately 63% and existing Willis Towers Watson shareholders will own approximately 37% of the combined company on a fully diluted basis. The company is headquartered in Rolling Meadows, Ill. and has more than 34,000 employees in 56 countries. Forward-looking statements can often, but not always, be identified by the use of words such as "plans," "expects," "is subject to," "budget," "scheduled," "estimates," "forecasts," "potential," "continue," "intends," "anticipates," "believes," or variations of such words, and statements that certain actions, events or results "may," "could," "should," "would," "might" or "will" be taken, occur or be achieved. Aon and Willis Towers Watson have announced the executive team that will lead them when the two global re/insurance brokers merge. Aon UK, Aon Ireland, Willis Towers Watson and their subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. Aon will maintain operating headquarters in London. We built on our track record of innovation, continued to deliver industry-leading performance and progress against our key financial metrics and move forward with the strongest colleague engagement and client feedback scores in over a decade. This document, if and when filed, as well as Willis Towers Watson's, Aon UK's and Aon Ireland's other public filings with the SEC, may be obtained without charge at the SEC's website at www.sec.gov and, in the case of Aon UK's and Aon Ireland's filings, at Aon UK's website at www.aon.com, and in the case of Willis Towers Watson's filings, at Willis Towers Watson's website at www.willistowerswatson.com. Forward-looking statements should therefore be construed in the light of such factors. Aon plc You are about to review presentations, reports, filings and/or other materials regarding Aon plc (NYSE: AON) that contain time-sensitive information. The following factors, among others, could cause actual results to differ from those set forth in or anticipated by the forward-looking statements: changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax laws, regulations, rates and policies; general economic and political conditions in different countries in which Aon and/or WTW does business around the world, including the UK's withdrawal from the European Union; changes in the competitive environment or damage to Aon's and/or WTW's reputation; fluctuations in exchange and interest rates that could influence revenue and expenses; changes in global equity and fixed income markets that could affect the return on invested assets; changes in the funding status of Aon's and/or WTW's various defined benefit pension plans and the impact of any increased pension funding resulting from those changes; the level of Aon's and/or WTW's debt limiting financial flexibility or increasing borrowing costs; rating agency actions that could affect Aon's and/or WTW's ability to borrow funds; volatility in Aon's and/or WTW's tax rate due to a variety of different factors, including U.S. tax reform; changes in estimates or assumptions on Aon's and/or WTW's financial statements; limits on Aon's and/or WTW's subsidiaries to make dividend and other payments to Aon and/or WTW, as applicable; the impact of lawsuits and other contingent liabilities and loss contingencies arising from errors and omissions and other claims against Aon and/or WTW; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and/or WTW operates, particularly given the global scope of Aon's and/or WTW's businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and/or WTW does business; the impact of any investigations brought by regulatory authorities in the U.S., Ireland, the UK and other countries; the impact of any inquiries relating to compliance with the U.S. Foreign Corrupt Practices Act and non-U.S. anti-corruption laws and with U.S. and non-U.S. trade sanctions regimes; failure to protect intellectual property rights or allegations that Aon and/or WTW infringes on the intellectual property rights of others; the effects of Irish law on Aon's and WTW's operating flexibility and the enforcement of judgments against Aon and/or WTW; the failure to retain and attract qualified personnel, whether as a result of the Combination, divestitures made in connection with the Combination or otherwise; international risks associated with Aon's and/or WTW's global operations; the effects of natural or man-made disasters, including the effects of COVID-19 and other health pandemics; the potential of a system or network breach or disruption resulting in operational interruption or improper disclosure of personal data; Aon's and/or WTW's ability to develop and implement new technology; the damage to Aon's and/or WTW's reputation among clients, markets or third parties; the actions taken by third parties that perform aspects of Aon's and/or WTW's business operations and client services;the extent to which Aon and/or WTW manages certain risks created in connection with the services, including fiduciary and investments, consulting, and other advisory services, among others, that Aon and/or WTW currently provides, or will provide in the future, to clients; Aon's and/or WTW's ability to continue, and the costs and risks associated with, growing, developing and integrating companies that it acquires or new lines of business; changes in commercial property and casualty markets, commercial premium rates or methods of compensation; changes in the health care system or Aon's and/or WTW's relationships with insurance carriers; Aon's and/or WTW's ability to implement initiatives intended to yield, and the ability to achieve, cost savings; Aon's and/or WTW's ability to realize the expected benefits from its restructuring plan; the possibility that the Combination, or divestitures made in connection with the Combination, will not be consummated in the expected timeframe, or at all; failure to obtain necessary regulatory approvals for the Combination or divestitures or to comply with the requirements related to such approvals, or to satisfy any of the other conditions to the Combination or divestitures made in connection with the Combination; potential litigation associated with the proposed Combination, including by regulators; adverse effects on the market price of Aon's and/or WTW's securities and/or operating results for any reason, including, without limitation, because of a failure to consummate the Combination or the divestitures made in connection with the Combination; the failure to realize the expected benefits of the Combination (including anticipated revenue and growth synergies) in the expected timeframe, or at all; the failure to effectively integrate the combined businesses following the Combination; significant transaction and integration costs or difficulties in connection with the Combination, or divestitures made in connection with the Combination, and or unknown or inestimable liabilities; the potential impact of the consummation of the Combination and divestures made in connection with the Combination on relationships, including with suppliers, customers, employees and regulators; and general economic, business and political conditions (including any epidemic, pandemic or disease outbreak, including COVID-19) that affect the combined company following the consummation of the Combination.