Towers Watson (TW), Willis Group (WSH) Deal has $60M Termination Fee

The Towers Watson (Nasdaq: TW) and Willis Group (NYSE: WSH) deal has a $60 million termination fee.

The following was disclosed in an SEC filing Thursday:

3.5 Section 8.2(b)(i) of the Merger Agreement is hereby amended by deleting the current text of the section and replacing it with the following:

“If either the Company or Parent terminates this Agreement pursuant to Section 8.1(g) or Section 8.1(h) or Parent terminates this Agreement pursuant to Section 8.1(b) due to a breach by the Company, within three (3) business days after such termination the Company shall pay or cause to be paid to Parent $60,000,000, in cash, which amount the Parties agree represents Parent’s estimated out-of-pocket fees and expenses (including fees and expenses of financial advisors, outside legal counsel, accountants, experts, consultants and other Representatives), but excluding any VAT for which Parent (or any member of a VAT Group of which Parent is a member) is entitled to a refund, repayment or credit from any relevant tax authority, incurred by or on behalf of Parent in connection with the authorization, preparation, negotiation, execution or performance of this Agreement and the Transactions (the “Parent Expenses”); provided that the payment by the Company of the Parent Expenses pursuant to this Section 8.2(b)(i) shall not relieve the Company of any subsequent obligation to pay the Company Termination Fee pursuant to Section 8.2(b) except to the extent indicated in such section, and (ii) shall not relieve the Company from any liability for damages resulting from a Willful Breach of any of its representations, warranties, covenants or agreements set forth in this Agreement or fraud. To the extent a Company Termination Fee becomes payable, any payment previously made pursuant to this Section 8.2(b)(i) shall be credited against such obligation of the Company to pay the Company Termination Fee.”

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