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Definitive proxy statement relating to merger or acquisition

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant x Filed by a Party other than the Registrant ¨

Check the appropriate box:

TOWERS WATSON & CO.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

Dear Stockholders:

You are cordially invited to attend a special meeting of the stockholders (the Towers Watson special meeting) of Towers Watson & Co. (Towers Watson) to be held on November 18, 2015 at 8:00 a.m. local time, located at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139.

As previously announced, on June 29, 2015, Towers Watson entered into an Agreement and Plan of Merger (as amended from time to time, the Merger Agreement) with Willis Group Holdings Public Limited Company (Willis) and Citadel Merger Sub, Inc., pursuant to which Willis and Towers Watson will combine in an all-stock merger of equals transaction (the Merger). Following the Merger, Towers Watson will be a subsidiary of Willis and Towers Watson common stock will be delisted from the NASDAQ Stock Market, deregistered under the Securities Exchange Act of 1934, as amended, and cease to be publicly traded. The combination with Towers Watson will be effected under Delaware law. The combination of Towers Watson and Willis, if completed, would create a leading integrated, global advisory, broking and solutions firm to serve a broad range of clients and would result in significantly increased scale, revenues and cost savings, creating a strong platform to deliver sustainable growth and substantial value for shareholders of both companies.

As a result of the Merger, each share of Towers Watson common stock (except for certain shares held by Towers Watson, Willis, or Merger Sub and shares held by Towers Watson stockholders who properly exercise and perfect their appraisal rights in accordance with Delaware law) will be converted into the right to receive, without interest, 2.6490 Willis ordinary shares (the Merger Consideration). Towers Watson also intends to declare and pay, on the second business day immediately prior to the closing date, a special dividend, in an amount of $4.87 per share of Towers Watson (the Towers Watson pre-merger special dividend).

For a description of the consideration that Towers Watson stockholders will receive, see The Merger AgreementConsideration to Towers Watson Stockholders beginning on page 126 of the accompanying joint proxy statement/prospectus. It is anticipated that Willis shareholders and Towers Watson stockholders, in each case as of immediately prior to the Merger, will hold approximately 50.1% and 49.9%, respectively, of the Willis ordinary shares immediately after completion of the Merger (calculated on a fully diluted basis using the treasury stock method). It is currently estimated that, if the Merger is completed, Willis will issue or reserve for issuance approximately 184,494,306 million Willis ordinary shares. The Willis ordinary shares will be listed on the NASDAQ Stock Market under the symbol WLTW. The Willis ordinary shares currently trade on the New York Stock Exchange under the symbol WSH, and shares of Towers Watson common stock currently trade on the NASDAQ Stock Market under the symbol TW. Based on the closing price of Willis ordinary shares as of October 7, 2015, the value of the Merger Consideration was approximately $111.79 per share. The value of the Merger Consideration based on the closing price of Willis ordinary shares as of the closing date may differ from the value based on the price per Willis ordinary share as of October 1, 2015 or the price per Willis ordinary share at the time of the Towers Watson special meeting.

Subject to Willis shareholder approval, immediately after the consummation of the Merger, Willis intends to effect a consolidation ( i.e. , a reverse stock split under Irish law) whereby every 2.6490 Willis ordinary shares will be converted into one Willis ordinary share, $0.000304635 nominal value per share (the Consolidation). If the Consolidation is approved, after taking into account the effects of the Merger and the Consolidation, Towers Watson stockholders will receive one post-Consolidation Willis ordinary share for each Towers Watson share. The Merger is not conditioned on Willis shareholder approval of the Consolidation.

Towers Watson will hold the Towers Watson special meeting and Willis will hold an extraordinary general meeting of shareholders to consider the Merger and related matters. Willis and Towers Watson cannot complete the proposed Merger unless, among other things, Willis shareholders approve the issuance of Willis ordinary shares pursuant to the Merger Agreement and Towers Watson stockholders approve and adopt the Merger Agreement.

Your vote is very important. To ensure your representation at the Towers Watson special meeting, please complete and return the enclosed proxy card or submit your proxy by telephone or through the Internet. Please vote promptly whether or not you expect to attend the Towers Watson special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the Towers Watson special meeting. The Towers Watson board of directors has determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, the Restructuring Transactions (as defined in the Merger Agreement) and the declaration and payment of the Towers Watson pre-merger special dividend are advisable, and in the best interests of, Towers Watson and its stockholders, and has approved and declared advisable the Merger Agreement, and recommends that Towers Watson stockholders vote FOR the approval and adoption of the Merger Agreement, FOR the Towers Watson compensatory arrangements proposal and FOR the adjournment of the Towers Watson special meeting to another date and place if necessary or appropriate to solicit additional votes if there are insufficient votes at the time of the Towers Watson special meeting to approve the Merger Agreement.

The obligations of Willis and Towers Watson to complete the Merger are subject to the satisfaction or waiver of several conditions set forth in the Merger Agreement, a copy of which is included as Annex A hereto. The joint proxy statement/prospectus provides you with detailed information about the proposed Merger. It also contains or references information about Willis and Towers Watson and certain related matters. You are encouraged to read this document carefully. In particular, you should read the Risk Factors section beginning on page 34 of the accompanying joint proxy statement/prospectus for a discussion of the risks you should consider in evaluating the proposed transaction and how it will affect you.

On behalf of the Towers Watson board of directors, thank you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, the issuance of the Willis ordinary shares in connection with the Merger, or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

This document is dated October 13, 2015, and is first being mailed to stockholders of Towers Watson on or about October 13, 2015.

ADDITIONAL INFORMATION

The accompanying joint proxy statement/prospectus incorporates by reference important business and financial information about Willis and Towers Watson from documents that are not included in or delivered with the joint proxy statement/prospectus. This information is available without charge to you upon written or oral request. You can obtain the documents incorporated by reference in the joint proxy statement/prospectus by requesting them in writing, by email or by telephone from Willis or Towers Watson at their respective addresses and telephone numbers listed below.

In addition, if you have questions about the Merger, the Willis EGM or the Towers Watson special meeting, or if you need to obtain copies of the accompanying joint proxy statement/prospectus, proxy cards or other documents incorporated by reference in the joint proxy statement/prospectus, you may contact the appropriate contact listed below. You will not be charged for any of the documents you request.

To obtain timely delivery of these documents before the Willis EGM and the Towers Watson special meeting, you must request the information no later than November 10, 2015.

For a more detailed description of the information incorporated by reference in the accompanying joint proxy statement/prospectus and how you may obtain it, see Where You Can Find More Information beginning on page 226 of the accompanying joint proxy statement/prospectus.

WILLIS GROUP HOLDINGS PUBLIC LIMITED COMPANY

GRAND MILL QUAY, BARROW STREET DUBLIN 4, IRELAND

NOTICE OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON NOVEMBER 18, 2015

NOTICE IS HEREBY GIVEN that an EXTRAORDINARY GENERAL MEETING (the Willis EGM) of Willis Group Holdings Public Limited Company (Willis) will be held at The Pierre Hotel, 2 East 61 st Street, New York, New York 10065, on November 18, 2015 at 9:30 a.m. (local time) for the purpose of considering and, if thought fit, passing the following resolutions the precise text of which is set forth in the section entitled Willis Proposals beginning on page 58 of the accompanying joint proxy statement/prospectus (the Willis EGM Resolutions), resolutions 1, 3 and 4 of which will be proposed as ordinary resolutions and resolution 2 of which will be proposed as a special resolution. The resolutions may be voted on in such order as is determined by the Chairman of the Willis EGM so that, for the avoidance of doubt, a vote may be taken on the resolution regarding the Willis Adjournment Proposal before a vote is taken on any other resolution:

More information about the transaction and the Willis EGM Resolutions is contained in the accompanying joint proxy statement/prospectus. We urge all Willis shareholders to read the accompanying joint proxy statement/prospectus, including the Annexes and the documents incorporated by reference in the accompanying joint proxy statement/prospectus, carefully and in their entirety. In particular, we urge you to read carefully Risk Factors beginning on page 34 of the accompanying joint proxy statement/prospectus.

The Willis board of directors recommends unanimously that Willis shareholders vote FOR the Willis Share Issuance Proposal, FOR the Willis Name Change Proposal, FOR the Willis Consolidation Proposal and FOR the Willis Adjournment Proposal.

Shareholders entitled to attend and vote at the Willis EGM may participate in such meeting in Ireland by technological means which will be available at the offices of Matheson, 70 Sir John Rogersons Quay, Dublin 2, Ireland at the time of the meeting (and such participation shall constitute presence in person at the EGM).

By order of the Board of Directors,

Dominic Casserley

Chief Executive Officer and Director

YOUR VOTE IS IMPORTANT

You may have the option to vote your shares by using a toll-free telephone number or electronically over the Internet as described on the proxy card or voting instruction form you receive. We encourage you to submit your vote using either of these options if they are available to you. Alternatively, you may sign, date, mark and mail your proxy form in the postage-paid envelope provided. The method by which you vote does not limit your right to vote in person at the extraordinary general meeting. We strongly encourage you to vote.

Whether or not you expect to attend the Willis EGM in person, we encourage you to cast your vote promptly so that your shares will be represented and voted at the meeting. Any shareholder entitled to attend and vote at the Willis EGM may appoint one or more proxies, who need not be a shareholder(s) of Willis . If you wish to appoint a person other than the individuals specified on Willis proxy card, please contact the Company Secretary and also note that your nominated proxy must attend the Willis EGM in person in order for your votes to be voted.

Under the Constitution of Willis, the Chairman of the Willis EGM may, with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. Pursuant to this authority, the Willis EGM may be adjourned to, among other things, solicit proxies if there are not sufficient votes at the time of the Willis EGM in favor of the Willis Proposals.

TOWERS WATSON & CO.

901 N. GLEBE ROAD

ARLINGTON, VA 22203

NOTICE OF THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON NOVEMBER 18, 2015

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders of Towers Watson & Co. (Towers Watson) will be held at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139, at 8:00 a.m. (local time) on November 18, 2015 for the following purposes:

Towers Watson Proposal 1 (the Towers Watson Merger Proposal) : to approve and adopt the Agreement and Plan of Merger, dated as of June 29, 2015 (the Merger Agreement), by and among Willis Group Holdings Public Limited Company (Willis), Citadel Merger Sub, Inc. (Merger Sub) and Towers Watson, and to approve the transactions contemplated by the Merger Agreement, including the merger of Merger Sub with and into Towers...


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