Aon (AON) to Combine with Willis Towers Watson (WLTW)

Aon plc (NYSE: AON) and Willis Towers Watson (NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction (the "Proposed Combination") with an implied combined equity value of approximately $80 billion.4

"The combination of Willis Towers Watson and Aon is a natural next step in our journey to better serve our clients in the areas of people, risk and capital," said WTW CEO, John Haley. "This transaction accelerates that journey by providing our combined teams the opportunity to drive innovation more quickly and deliver more value."

"This combination will create a more innovative platform capable of delivering better outcomes for all stakeholders, including clients, colleagues, partners and investors," said Aon CEO, Greg Case, "Our world-class expertise across risk, retirement and health will accelerate the creation of new solutions that more efficiently match capital with unmet client needs in high-growth areas like cyber, delegated investments, intellectual property, climate risk and health solutions."

Strategic Rationale

• Combines two highly complementary businesses into a technology-enabled global platform that is more relevant and responsive to client needs. The Proposed Combination unites firms that share a belief in the power of data-driven insights to create new sources of client value.
• Provides opportunity to expand and further accelerate execution against the existing Aon United and WTW growth strategies. The new firm will have an established focus on client value and its combined management teams have considerable experience with the integration of large, complex transactions. The teams have a shared appreciation for the importance of colleague development, the effectiveness of a one-firm growth strategy and the value of its application to the combined enterprise.
• Expected to drive year one earnings accretion to Aon adjusted EPS2 with free cash flow accretion1 of more than 10 per cent. after full realization of $800 million of expected pre-tax synergies.3 The transaction is expected to generate more than $10 billion in shareholder value creation from the capitalized value of expected pre-tax synergies, based on the blended 2020 price to earnings ratio of WTW and Aon UK on March 6, 2020, net of $2 billion in expected one-time transaction, retention and integration costs.[5]
• Ongoing commitment to long-term financial goals of mid-single digit or greater organic revenue growth and double-digit free cash flow growth.1 The combined platform generated significant revenue of approximately $20 billion and free cash flow of $2.4 billion in 2019. The combined firm will be well-positioned to immediately deliver mid-single digit organic revenue growth or greater and, over the long term, double-digit free cash flow growth.1
• Strong balance sheet and a commitment to a disciplined capital management approach based on Return on Invested Capital (ROIC). Strong cash flow ensures ability to invest disproportionately in highest return areas of growth and innovation for the benefit of clients. The combined firm is committed to maintaining Aon UK's current credit rating.

Structure and Governance

The combined company, to be named Aon, will be the premier, technology-enabled global professional services firm focused on the areas of risk, retirement and health. Aon will maintain operating headquarters in London, United Kingdom. John Haley will take on the role of Executive Chairman with a focus on growth and innovation strategy. The combined firm will be led by Greg Case and Aon Chief Financial Officer, Christa Davies, along with a highly experienced and proven leadership team that reflects the complementary strengths and capabilities of both organizations. The board of directors will comprise proportional members from Aon UK and WTW's current directors.

Transaction Details

Under the terms of the agreement unanimously approved by the boards of directors of both companies, each WTW Shareholder will receive 1.08 New Aon Ireland Shares for each WTW Share (subject to any adjustment under Section 2.1(d)(v) of the Business Combination Agreement), and Aon Ireland Shareholders will continue to own the same number of Aon Ireland Shares as they do immediately prior to the closing of the Proposed Combination. Upon completion of the Proposed Combination, existing Aon Ireland Shareholders will own approximately 63 per cent. and existing WTW Shareholders will own approximately 37 per cent. of the combined company on a fully diluted basis.

Aon UK anticipates that the Proposed Combination will provide annual pre-tax synergies and other cost reductions of $800 million by the third full year of the combination, thereby allowing the firm to continue significant investment in innovation and growth. Potential revenue synergies due to complementary capabilities are expected but not included in the synergy estimates.3 The principal sources of potential synergies and other cost reductions are as follows:

Approximately 73% from the consolidation of business and central support functions, including leveraging the capabilities of the Aon Business Services operational platform across the combined group; and
Approximately 27% from the consolidation of infrastructure related to technology, real estate and third-party contracts.

The Proposed Combination is expected to be accretive to Aon adjusted EPS in the first full year of combination, with peak adjusted EPS accretion in the high teens2 after full realization of $800 million of pre-tax synergies. WTW and Aon UK anticipate savings of $267 million in the first full year of combination, reaching $600 million in the second full year, with the full $800 million achieved in the third full year.3

Free cash flow accretion is expected to breakeven in the second full year of combination with free cash flow accretion of more than 10 per cent. after full realization of synergies.3

The Proposed Combination is expected to generate over $10 billion of shareholder value creation from the capitalized value of the expected pre-tax synergies, based on the blended 2020 price to earnings ratio of WTW and Aon UK on March 6, 2020, net of $2 billion in one-time transaction, retention and integration costs5.

The combined firm is committed to maintaining long-term financial goals of mid-single digit or greater organic revenue growth and double-digit free cash flow growth; and is expected to maintain Aon UK's current credit rating.

It is intended that the Proposed Combination will be implemented by means of a court-sanctioned scheme of arrangement of WTW and WTW Shareholders under Chapter 1, Part 9 of the Act.

It is expected that the Reorganization of the Aon Group described in the Reorganization Proxy Statement will be completed prior to the completion of the Proposed Combination, such that prior to completion of the Proposed Combination, Aon Ireland will be the publicly traded parent company of the Aon Group. The Reorganization remains conditional on, among other things, the sanction of the UK scheme of arrangement forming part of the Reorganization by the UK Court, as more particularly described in the Reorganization Proxy Statement. Upon completion of the Reorganization, it is expected that the Aon Ireland Directors will be the same as the current Aon UK Directors.

The Proposed Combination is subject to the approval of the shareholders of each of Aon Ireland and WTW, as well as other customary closing conditions, including required regulatory approvals. The parties expect the Proposed Combination to close in the first half of 2021, subject to satisfaction or waiver (if applicable) of these conditions.

Advisors

Aon UK's financial advisor in respect of the Proposed Combination is Credit Suisse Securities (USA) LLC who has delivered a fairness opinion, and its legal advisors are Latham & Watkins, LLP, Freshfields Bruckhaus Deringer LLP and Arthur Cox.

WTW's financial advisor in respect of the Proposed Combination is Goldman Sachs & Co. LLC and its legal advisors are Weil, Gotshal & Manges LLP, Skadden, Arps, Slate, Meagher & Flom LLP and Matheson.

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