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Notice of exempt solicitation




Washington, D.C. 20549


Towers Watson & Company

Driehaus Capital Management LLC

25 East Erie Street

Chicago, IL 60611

The attached written materials are submitted pursuant to Rule 14a-6(g)(1)


October 7, 2015

Fellow Shareholders,

Driehaus Capital Management LLC is the investment adviser for funds that own 1,000,113 shares of Towers Watson. As mentioned in our prior letter and white paper, dated September 14, 2015, we believe that the Willis Group Holdings (WSH) deal destroys substantial shareholder value and we urge you to vote against the proposal. 1

Over the last few weeks, other shareholders have reached out with a number of their own concerns regarding the value destructive deal. In the space below, we attempt to address the four most germane questions that have been brought to the fore:

Question #1: Was this really the best deal out there for shareholders? Was 9% less than market value really the best possible offer?

Answer. TW leadership ensured that this question would remain unanswerable, at least for the time being; the company did not seek other offers once merger discussions with Willis began.

Making matters worse, TW did not negotiate a go-shop period for the transactiona set amount of time during which TW could survey other potential buyers after deal announcement. By forcing a prospective bidder to go hostile, the transaction structure made a competing bid far less likely. 2

But history offers perspective on the change of control premium TWs shareholders would have received had a formal survey of the marketplace been conducted. Since 2000, 30 publicly traded Commercial Services firms with a market capitalization of over $1 billion have been acquired. 3 The average change of control premium paid to the target was 30.7% and the median was 28.1% (see Appendix A). 4 The most similar deal, from a comparable company perspective, was the July 2010 Aon Hewitt deal in which a 41.2% change of control premium was paid. 5 Per the table below, by any of these measures, the Willis transaction is highly value-destructive. 6

Obviously, we believe that Towers Watson leadership should insist on materially improved terms from Willis Groupideally, they would have insisted on such terms prior to announcing the deal. But if such improved terms now prove unavailing, we believe that the transaction will be voted down by Towers shareholders. If and/or when the deal is voted down, we are prepared to take whatever actions necessary to ensure that a formal process is conducted and that shareholders receive a sufficient change in control premium.

25 East Erie Street, Chicago, Illinois 60611-2703 USA Telephone: (312) 587-3800 (800) 688-8819 Fax: (312) 587-3840


Question #2: Does TW management have skin in the game? Are incentives aligned?

Answer. As of June 29, 2015, the day before TW announced the Willis Group...