Proxy Advisers Recommend Towers Watson Shareholders Vote for Willis Merger

November 11, 2015

Towers Watson & Co. has announced that proxy advisers Proxy Mosaic LLC and Egan-Jones Ratings Co. both recommended that Towers Watson stockholders vote for “the proposed merger of equals” with Willis Group Holdings.

“We are pleased that Proxy Mosaic and Egan-Jones recognize the compelling strategic rationale and value creation potential of a Willis/Towers Watson combination,” said Towers Watson in a statement.

“These recommendations further underscore our belief that this transaction – which is expected to deliver approximately $4.7 billion in total incremental value to stockholders – is a unique opportunity to bring together two highly complementary companies to drive profitable long-term growth. We fully agree that this transaction is in the best interest of our stockholders, and encourage them to support the transaction,” the company continued.

Towers Watson quoted excerpts from Proxy Mosaic’s Nov. 9 report:

  • “The combination will allow both companies to accelerate existing plans for growth in the other company’s respective field, as well as facilitate market share capture in populations where each firm has dominance…”
  • “[H]aving an experienced counterpart in the other business would minimize execution risk and allow the combined company to realize best practices from each other’s business while maintaining control of its existing businesses while minimizing the loss of human capital.”
  • “Structuring the deal as a merger of equals means forgoing the control premium typically paid to a target’s shareholders in an acquisition, but we have seen no evidence that the board’s processes in evaluating this transaction were anything less than thorough and rigorous. The fixed exchange ratio was determined on June 10, 2015 based on 60-day VWAP [Volume Weighted Average Price] of both companies as of June 5, 2015 and, according to management, maximizes consideration due to Towers Watson shareholders.”
  • “[T]he real prize for Towers Watson is a fast-tracked brokerage license that will allow the company to further its own growth agenda, namely by leveraging Willis’ global distribution network to extend the reach of its global reach in health insurance.”
  • “[W]e believe that the long-term value to be realized in this combination is compelling, and that the current Towers Watson management team has the kind of track record of success with integration to warrant a large degree of trust.”

Towers Watson went on to quote Egan-Jones’ Nov. 5 report:

  • “[E]gan-Jones views the proposed transaction to be a desirable approach in maximizing shareholder value.”
  • “[W]e believe that approval of the merger agreement is in the best interests of the Company and its shareholders and its advantages and opportunities outweigh the risks associated to the transaction.”

Towers Watson said it will hold a special meeting of its stockholders to vote on the proposed merger with Willis at 8:00 a.m. local time on Nov. 18 at the Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139. Towers Watson stockholders of record as of the close of business on Oct. 1, 2015 will be entitled to vote at the Towers Watson special meeting.

Source: Towers Watson


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