Willis and Towers Watson shareholders approve merger

Re/insurer Willis and professional services company Towers Watson have announced shareholders of both companies have approved the proposals necessary to complete the merger of equals transaction.

The companies expect that the transaction will close very early in the New Year, subject to customary closing conditions, including the receipt of certain regulatory approvals.

“We are pleased with the outcome of today’s vote and thank all of our shareholders for their support,” said John Haley, chairman and chief executive officer (CEO) of Towers Watson.

“We are confident that combining Towers Watson and Willis will accelerate both companies’ long-term strategies and create substantial incremental value for shareholders.  We look forward to working with Willis to successfully complete the transaction and realize the full benefits of the merger for all of our stakeholders.”

Dominic Casserley, CEO of Willis, added: “With the support of our shareholders, we are now focused on completing the transaction, successfully integrating the businesses and realizing the combination’s full value creation potential.

“These efforts are well underway, and we expect that they will create substantial incremental shareholder value through revenue, cash flow, and EBITDA growth superior to what either company could achieve independently.”

At Willis’s extraordinary general meeting of shareholders, shareholders approved a proposal that Willis issue new shares to Towers Watson shareholders as required to complete the merger.  Shareholders also approved proposals to change the name of the combined company to Willis Towers Watson upon completion of the merger and to execute a reverse stock split in which every 2.6490 Willis shares would be converted to one share, allowing Towers Watson shareholders to receive one post-split Willis share for each Towers Watson share.

At Towers Watson’s special meeting of stockholders, shareholders voted in favour of a proposal to approve the merger agreement with Willis, the only Towers Watson shareholder approval required for Towers Watson to complete the merger.  In other business at the meeting, Towers Watson shareholders approved, on a non-binding, advisory basis, specified compensation arrangements between Towers Watson and its named executive officers relating to the transactions contemplated by the merger agreement.