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Filed by Towers Watson & Co.

Pursuant to Rule 425 under the

Securities Act of 1933, as amended,

and deemed filed pursuant to Rule 14a-12

of the Securities Exchange Act of 1934, as amended

Subject Company:

Towers Watson & Co. (Commission File No. 001-34594)

Towers Watson & Co. made available the following information regarding the tax consequences of the proposed merger of Towers Watson and Willis Group Holdings plc to its employees on October 9, 2015.

Towers Watson Merger with Willis Group

Summary of Tax Consequences for Individual U.S. Stockholders and U.S. Holders of Equity Incentives

This document includes a summary of the U.S. federal income tax consequences to individual U.S. stockholders and U.S. owners of certain equity awards of Towers Watson & Co. ( Towers Watson ) as a result of the merger between Towers Watson and Willis Group Holdings Public Limited Company ( Willis ). This document also includes examples illustrating how to calculate, for U.S. federal income tax purposes, taxable gains and losses on the merger and the tax basis of the Willis shares received in the merger. The examples apply to individuals who are citizens or residents of the United States, purchased all of their Towers Watson shares for cash (or received them as compensation) and hold those shares as a capital asset (generally, for investment purposes). The examples do not address any special tax rules that may apply, nor do they address the consequences of any state, local or foreign tax laws.

You should refer to registration statement on Form S-4 filed by Willis with the SEC on August 21, 2015, as it may be amended from time to time, for a summary of the material U.S. federal income tax consequences of (i) the merger and the Towers Watson pre-merger special dividend to holders of Towers Watson shares and of the ownership and disposition of Willis shares received by such holders upon the consummation of the merger and (ii) the reverse stock split Willis expects to effect after the merger to holders of Willis shares.

THIS DOCUMENT IS NOT MEANT TO PROVIDE YOU WITH TAX ADVICE. YOUR TAX CONSEQUENCES DEPEND ON YOUR INDIVIDUAL CIRCUMSTANCES AND COULD DIFFER SIGNIFICANTLY FROM THOSE IN THE EXAMPLES SET FORTH HEREIN. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES OF THE MERGER TO YOU IN LIGHT OF YOUR OWN TAX CIRCUMSTANCES.

U.S. Towers Watson Stockholders 1

Summary

In the merger, Towers Watson stockholders (including holders of Towers Watson restricted stock that has vested) will receive 2.6490 ordinary shares of Willis for each share of Towers Watson stock they own. If this exchange ratio would result in a Towers Watson stockholder receiving fractional shares of Willis, he or she instead will receive cash in lieu of such fractional shares.

A U.S. stockholder generally will recognize gain or loss equal to (i) the sum of the fair market value of (x) the Willis ordinary shares received in the merger and (y) any fractional Willis ordinary shares that such Towers Watson stockholder would otherwise have been entitled to receive in the merger, less (ii) the stockholders aggregate tax basis in his or her Towers Watson common stock. Such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if the stockholder held the Towers Watson common stock for more than one year at the effective time of the merger. Gain or loss must be calculated separately for each block of Towers Watson common stock if blocks of Towers Watson common stock were acquired at different times or for different prices. The deductibility of capital losses is subject to limitations.

A U.S. stockholders aggregate tax basis in the Willis ordinary shares received in the merger will generally equal the fair market value of such Willis ordinary shares at the effective time of the merger, and the holders holding period for such Willis ordinary shares will begin on the day after the merger.

Towers Watson Merger with Willis Group

Summary of Tax Consequences for Individual U.S. Stockholders and U.S. Holders of Equity Incentives

It is possible that the IRS may seek to re-characterize the merger in a manner that would require U.S. stockholders with a loss on their Towers Watson common stock to defer the recognition of such loss until a taxable disposition of the Willis ordinary shares received in exchange for the Towers Watson common stock. U.S. stockholders with a gain on their Towers Watson common stock would still be required to recognize any such gain for U.S. federal income tax purposes as described above. U.S. stockholders holding their Towers Watson common stock at a loss are encouraged to consult their tax advisors

Towers Watson stockholders also will receive a special distribution prior to the merger. This distribution will be taxed as a dividend.

Steps to Calculate Gain or Loss

If the tax treatment described above is applicable to you, you generally will calculate your taxable gain or loss on the merger and the tax basis of the Willis shares you receive in the merger as...


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