Towers Perrin, Watson Wyatt Complete Merger

January 4, 2010

Towers Watson & Co. has completed the merger of Towers Perrin and Watson Wyatt. The transaction to form Towers Watson, a global professional services company, was announced on June 28, 2009.

Watson Wyatt CEO John Haley will serve as Towers Watson’s chairman and CEO; Towers Perrin CEO Mark Mactas will serve as deputy chairman, president and chief operating officer.

Towers Watson will be headquartered in New York City.

The merger follows receipt of all necessary regulatory authorizations and approval of the transaction by the companies’ respective shareholders on Dec. 18, 2009. Towers Watson’s Class A common stock will be listed on both the New York Stock Exchange and NASDAQ under the ticker symbol “TW” as of Jan. 4, 2010. Trading of Watson Wyatt’s Class A common stock under the previous ticker symbol (WW) will be discontinued at that time. Based on the closing price of Watson Wyatt common stock on Dec. 31, 2009, the implied value of the transaction is $4 billion.

As a result of the merger, Towers Watson expects to issue approximately 46.9 million shares of Class A common stock, as well as approximately 29.5 million shares of Class B common stock, which will be subject to transfer restrictions and will generally convert into freely-tradable shares of Class A common stock on a one-for-one basis over the next four years. Towers Watson will also pay $200 million in cash and issue one-year promissory notes in an aggregate principal amount of $200 million to certain former Towers Perrin shareholders who have voluntarily elected to terminate their employment with Towers Watson. For further information on Towers Watson’s capitalization and the consideration being issued as a result of the merger, see Towers Watson’s Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission on Jan. 4, 2010.

Source: Towers Watson

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