REG-Aon Plc: Agreement

AonAnnouncement

26/07/2021 13:05

Aon and Willis Towers Watson Mutually Agree to Terminate Combination Agreement

DUBLIN, July 26, 2021 /PRNewswire/ -- Aon plc
(https://c212.net/c/link/?t=0&l=en&o=3238491-1&h=715636136&u=http%3A%2F%2Fwww.aon.com%2F&a=Aon+plc)
(NYSE: AON) and Willis Towers Watson
(https://c212.net/c/link/?t=0&l=en&o=3238491-1&h=2582200198&u=https%3A%2F%2Fwww.willistowerswatson.com%2Fen-US&a=Willis+Towers+Watson)
(NASDAQ: WLTW) announced today that the firms have agreed to terminate their
business combination agreement and end litigation with the U.S. Department of
Justice (DOJ). The proposed combination was first announced on March 9, 2020.

"Despite regulatory momentum around the world, including the recent approval
of our combination by the European Commission, we reached an impasse with the
U.S. Department of Justice," said Aon CEO Greg Case. "The DOJ position
overlooks that our complementary businesses operate across broad, competitive
areas of the economy. We are confident that the combination would have
accelerated our shared ability to innovate on behalf of clients, but the
inability to secure an expedited resolution of the litigation brought us to
this point."

Case added, "Over the last 16 months, our colleagues have turned potential
challenges into opportunities to advance our Aon United strategy. We built on
our track record of innovation, continued to deliver industry-leading
performance and progress against our key financial metrics and move forward
with the strongest colleague engagement and client feedback scores in over a
decade. Our respect for Willis Towers Watson and the team members we've come
to know through this process has only grown."

"Our team's resilience and commitment are a source of pride and confidence.
They have continued to bring to life Willis Towers Watson's compelling value
proposition to better serve our clients in the areas of people, risk and
capital," said Willis Towers Watson CEO John Haley. "Going forward, our focus
remains steadfast on our colleagues, our clients and our shareholders. We
believe we are well-positioned to compete vigorously across our businesses
around the world and will continue to introduce important innovations to the
market. We appreciate and deeply respect all the Aon colleagues we got to know
through this process."

In connection with the termination of the business combination agreement, Aon
will pay the $1 billion termination fee to Willis Towers Watson, Willis Towers
Watson's proposed scheme of arrangement has now lapsed, and both organizations
will move forward independently. Both firms will provide further financial
updates and outlooks on their respective Q2 2021 earnings calls, which take
place on July 30 for Aon and August 3 for Willis Towers Watson.

About Aon
Aon plc
(https://c212.net/c/link/?t=0&l=en&o=3238491-1&h=715636136&u=http%3A%2F%2Fwww.aon.com%2F&a=Aon+plc) (NYSE:
AON) is a leading global professional services firm providing a broad range of
risk, retirement and health solutions. Our 50,000 colleagues in 120 countries
empower results for clients by using proprietary data and analytics to deliver
insights that reduce volatility and improve performance.

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About Willis Towers Watson
Willis Towers Watson is a leading global advisory, broking and solutions
company that designs and delivers solutions that manage risk, optimize
benefits, cultivate talent and expand the power of capital to protect and
strengthen institutions and individuals. Willis Towers Watson has more than
45,000 employees and services clients in more than 140 countries. For more
information about Willis Towers Watson, see www.willistowerswatson.com.

Media Contacts
Aon - Nadine Youssef, mediainquiries@aon.com, +1 833 751 8114 
Willis Towers Watson - Miles Russell, miles.russell@willistowerswatson.com,
+44 (0) 7903262118

Investor Contacts
Aon - Leslie Follmer, investor.relations@aon.com, +1 312 381 3310
Willis Towers Watson - Claudia De La Hoz,
Investor_Relations@willistowerswatson.com, +1 215 246 6221

Statements Required by the Irish Takeover Rules
The directors of Aon accept responsibility for the information contained in
this document relating to Aon. To the best of the knowledge and belief of the
directors of Aon (who have taken all reasonable care to ensure that such is
the case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

The directors of WTW accept responsibility for the information contained in
this document relating to WTW. To the best of the knowledge and belief of the
directors of WTW (who have taken all reasonable care to ensure that such is
the case), the information contained in this document for which they accept
responsibility is in accordance with the facts and does not omit anything
likely to affect the import of such information.

Safe Harbor Statement
This communication contains certain statements that are forward-looking, as
that term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather current expectations of management about future
events. Forward-looking statements can often, but not always, be identified by
the use of words such as "plans," "expects," "is subject to," "budget,"
"scheduled," "estimates," "forecasts," "looking forward," "potential,"
"probably," "continue," "intends," "anticipates," "believes," or variations of
such words, and statements that certain actions, events or results "may,"
"could," "should," "would," "might" or "will" be taken, occur or be achieved.
Although management believes that the expectations reflected in these
forward-looking statements are reasonable, it can give no assurance that these
expectations will prove to be correct. These forward-looking statements
include information about the legal action taken by the U.S. Department of
Justice regarding the pending combination of Aon and WTW (the "Combination");
Aon's and WTW's responses to such action; the possible resolution, legal or
otherwise, of such action; expectations related to regulatory approvals of the
Combination; the termination of the Business Combination Agreement between Aon
and WTW (the "BCA"); the payment of the termination fee under the BCA; and
information about possible or assumed future results of operations. All
statements other than statements of historical facts that address activities,
events or developments that Aon and/or WTW expects or anticipates may occur in
the future, including such things as its or their outlook, goals and
expectations with respect to performance, business strategies, competitive
strengths, goals, plans, references to future successes, the termination of
the Combination, the termination of litigation relating to the Combination and
payment of the termination fee under the BCA, are forward-looking statements.

By their nature, forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from either
historical or anticipated results depending on a variety of factors. The
following factors, among others, could cause actual results to differ from
those set forth in or anticipated by the forward-looking statements: the
impact of pending or potential lawsuits and other claims against Aon and/or
WTW; the impact of, and potential challenges in complying with, legislation
and regulation in the jurisdictions in which Aon and/or WTW operates,
particularly given the global scope of Aon's and/or WTW's businesses and the
possibility of conflicting regulatory requirements across jurisdictions in
which Aon and/or WTW does business; the impact of any investigations brought
by regulatory authorities in the U.S., Ireland, the UK and other countries;
general economic, business and political conditions in different countries in
which Aon and/or WTW does business around the world (including any epidemic,
pandemic or disease outbreak, including COVID-19); the effects of Irish law on
Aon's and/or WTW's operating flexibility and the enforcement of judgments
against Aon and/or WTW; the failure to retain and attract qualified personnel,
whether as a result of the failure of the Combination or divestitures planned
in connection with the Combination or otherwise; adverse effects on the market
price of Aon's and/or WTW's securities and/or operating results for any
reason, including, without limitation, because of the failure to consummate
the Combination or the divestitures that had been proposed to be made in
connection with the Combination or the payment of the termination fee under
the BCA; the failure to realize the expected benefits of the Combination
(including anticipated revenue and growth synergies); significant transaction
costs in connection with the terminated Combination, and divestitures that had
been planned in connection with the Combination; the potential impact of the
termination of the Combination, and divestures planned in connection with the
Combination, on relationships, including with suppliers, customers, employees
and regulators; and changes in the competitive environment or damage to Aon's
and/or WTW's reputation.

Any or all of Aon's and WTW's forward-looking statements may turn out to be
inaccurate, and there are no guarantees about Aon's or WTW's performance. The
factors identified above are not exhaustive. Aon, WTW and their respective
subsidiaries operate in a dynamic business environment in which new risks may
emerge frequently. Other unknown or unpredictable factors could also cause
actual results and developments to differ materially from those expressed or
implied by the forward-looking statements. Forward-looking statements should
therefore be construed in the light of such factors. Accordingly, you should
not place undue reliance on forward-looking statements, which speak only as of
the date on which they are made. In addition, results for the year ended
December 31, 2020 and the quarter ended March 31, 2021, are not necessarily
indicative of results that may be expected for any future period, particularly
in light of the continuing effects of the COVID-19 pandemic. Further
information concerning Aon, WTW and their respective businesses, including
factors that potentially could materially affect Aon's or WTW's financial
results, are contained in Aon's and WTW's respective filings with the
Securities and Exchange Commission (the "SEC"). See Aon's and WTW's respective
Annual Reports on Form 10-K for the year ended December 31, 2020 and their
respective Quarterly Reports on Form 10-Q for the quarter ended March 31, 2021
for a further discussion of these and other risks and uncertainties applicable
to Aon and WTW and their respective businesses. These factors may be revised
or supplemented in subsequent reports filed with the SEC. Neither Aon nor WTW
is under, and each expressly disclaims, any obligation to update or alter any
forward-looking statement that it may make from time to time, whether as a
result of new information, future events or otherwise. All subsequent written
and oral forward-looking statements attributable to Aon, WTW and/or any person
acting on behalf of any of them are expressly qualified in their entirety by
the foregoing paragraphs, and the information contained on any websites
referenced in this communication is not incorporated by reference into this
communication.

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