Urges Stockholders to Vote “FOR” the Merger with Willis
Combination Establishes Powerful Platform to Deliver Profitable
Growth and Significant Stockholder Value
Provides Investor Presentation with Important Information on the
Merger
ARLINGTON, Va.--(BUSINESS WIRE)--Nov. 9, 2015--
Towers Watson (NASDAQ:TW) a global professional services company, today
announced that it sent a letter urging stockholders to support the
merger of equals with Willis Group Holdings (“Willis”) and vote “FOR”
the creation of Towers Watson/Willis at the November 18 Special Meeting
of Stockholders.
The Company also announced it has provided an additional investor
presentation, dated November 9, 2015.
The letter to stockholders and the investor presentation can also be
found at http://willisandtowerswatson.mergerannouncement.com.
Included below is the full text of the letter to Towers Watson
stockholders.
November 9, 2015
Dear Fellow Stockholder,
Towers Watson’s November 18, 2015 Special Meeting of Stockholders is
rapidly approaching. We urge you to sign and return your proxy
card today to approve our merger of equals (“MOE”) with Willis Group
Holdings (“Willis”).
VOTE “FOR” THE CREATION OF WILLIS TOWERS WATSON
The Towers Watson Board believes the Towers Watson/Willis merger is in
the best interest of all stockholders and unanimously recommends that
you vote “FOR” the approval and adoption of the Merger Agreement and
related proposals on the enclosed proxy card TODAY to ensure your vote
is counted.
A POWERFUL PLATFORM TO DELIVER PROFITABLE GROWTH AND SIGNIFICANT
STOCKHOLDER VALUE
Following the merger, Towers Watson stockholders will have an
approximately 49.9% ownership interest in a leading integrated global
advisory, broking and solutions firm that is expected to deliver approximately
$4.7 billion in total incremental value to stockholders through a
combination of revenue synergies, cost savings and tax efficiencies.
USE THE ENCLOSED PROXY CARD TO CAST YOUR VOTE TODAY!
Your vote is very important. Every vote counts. Not voting or
abstaining will have the same effect as a vote against the merger. 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. Instructions on how to vote your
proxy card can also be found at http://willisandtowerswatson.mergerannouncement.com.
Please vote promptly whether or not you expect to attend the Towers
Watson special meeting. Submitting a proxy now will not prevent you from
voting in person at the Towers Watson special meeting. You are also
encouraged to carefully read the joint proxy statement/prospectus –
dated October 13, 2015 – which provides detailed information about the
proposed merger.
On behalf of the Towers Watson Board and management team, thank you for
your continued support.
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
|
|
John J. Haley
|
|
|
|
Linda D. Rabbitt
|
|
Chairman and Chief Executive Officer
|
|
|
|
Lead Independent Director
|
|
Towers Watson & Co.
|
|
|
|
Towers Watson & Co.
|
About Towers Watson
Towers Watson is a leading global professional services company that
helps organizations improve performance through effective people, risk
and financial management. With 16,000 associates around the world, the
company offers consulting, technology and solutions in the areas of
benefits, talent management, rewards, and risk and capital management.
Learn more at towerswatson.com.
Where You Can Find Additional Information
In connection with the proposed merger of Towers Watson and Willis
Group, Willis Group filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the “Commission”) that contains a
joint proxy statement/prospectus and other relevant documents concerning
the proposed transaction. The registration statement on Form S-4 was
declared effective by the SEC on October 13, 2015. Each of Towers Watson
and Willis Group mailed the joint proxy statement/prospectus to its
respective stockholders on or around October 13, 2015. YOU ARE URGED TO
READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE COMMISSION AS THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT TOWERS WATSON, WILLIS GROUP AND THE PROPOSED
TRANSACTION. You may obtain the joint proxy statement/prospectus and the
other documents filed with the Commission free of charge at the
Commission’s website, www.sec.gov.
In addition, you may obtain free copies of the joint proxy
statement/prospectus and the other documents filed by Towers Watson and
Willis Group with the Commission by requesting them in writing from
Towers Watson, 901 N. Glebe Road, Arlington, VA 22203, Attention:
Investor Relations, or by telephone at (703) 258-8000, or from Willis
Group, Brookfield Place, 200 Liberty Street, 7th Floor, New York, NY
10281-1003, Attention: Investor Relations, or by telephone at (212)
915-8084.
Forward-Looking Statements
This document contains “forward-looking statements” within the meaning
of the Private Securities Litigation Reform Act of 1995. You can
identify these statements and other forward-looking statements in this
document by words such as “may”, “will”, “would”, “expect”,
“anticipate”, “believe”, “estimate”, “plan”, “intend”, “continue”, or
similar words, expressions or the negative of such terms or other
comparable terminology. These statements include, but are not limited
to, the benefits of the business combination transaction involving
Towers Watson and Willis Group, including the combined company’s future
financial and operating results, plans, objectives, expectations and
intentions and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of Towers
Watson’s and Willis Group’s management and are subject to significant
risks and uncertainties. Actual results may differ from those set forth
in the forward-looking statements.
The following factors, among others, could cause actual results to
differ from those set forth in the forward-looking statements: the
ability to obtain governmental approvals of the transaction on the
proposed terms and schedule; the failure of Towers Watson stockholders
and Willis Group shareholders to approve the transaction; the failure of
the transaction to close for any reason; the risk that the businesses
will not be integrated successfully; the risk that anticipated cost
savings and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; the potential
impact of the announcement or consummation of the proposed transaction
on relationships, including with employees, suppliers, customers and
competitors; changes in general economic, business and political
conditions, including changes in the financial markets; significant
competition; compliance with extensive government regulation; the
combined company’s ability to make acquisitions and its ability to
integrate or manage such acquired businesses. Additional risks and
factors are identified under “Risk Factors” in Towers Watson’s Annual
Report on Form 10-K filed on August 14, 2015, which is on file with the
Commission, and under “Risk Factors” in the joint proxy
statement/prospectus.
You should not rely upon forward-looking statements as predictions of
future events because these statements are based on assumptions that may
not come true and are speculative by their nature. Neither Towers Watson
or Willis Group undertakes an obligation to update any of the
forward-looking information included in this document, whether as a
result of new information, future events, changed expectations or
otherwise.

View source version on businesswire.com: http://www.businesswire.com/news/home/20151109005867/en/
Source: Towers Watson
Towers Watson
Investors:
Aida Sukys, +1 703-258-8033
aida.sukys@towerswatson.com
or
Media:
Sard
Verbinnen & Co
Michael Henson/Conrad Harrington, +44 (0) 20
3178 8914
or
Bryan Locke/Jenny Gore, +1 312 895 4700