Towers Watson shareholders have spoken — now it’s Willis’ turn.
On Thursday, both companies announced an amendment to the June 30 agreement between the two firms, which originated as an all-stock, $18 billion merger. Under the revised deal, Towers Watson shareholders will receive a one-time cash dividend of $10 per share — an increase of $5.13 per Towers Watson share from the original agreement. “The revised transaction terms have been unanimously approved by each company’s board of directors,” according to a Willis news release.
Willis and Towers Watson will each hold shareholder meetings by Dec. 16 to vote on the amended deal. “The question now is how [will] the Willis shareholders react to the additional cash paid to the Towers shareholders,” says Perry Braun, executive director of Benefit Advisors Network.
“I assume the Towers votes that were not in favor of the deal will now move to approve with the increase in cash payment, and the Willis investors will now have a chance to weigh in with what they think,” he adds. “If this deal changes the opinion of the Willis investor, they will use their vote to voice their opinion.”
The amended deal surprised Braun: “I assumed [the original deal was] thoroughly vetted and reviewed,” he says. “Changing it now appears to be what it takes to complete the transaction.”
In August, TW shareholders filed multiple class-action lawsuits against Towers Watson over the merger, claiming the Arlington, Va.-based company breached its fiduciary duty by agreeing to the deal. “Plaintiffs claim that the merger involves an unfair price, an inadequate sales process, self-dealing, unreasonable deal protection devices and inadequate disclosures,” according to a Willis quarterly report.
The amended deal does not alter the number of shares Towers Watson shareholders will receive — Towers Watson shareholders would still receive 2.649 Willis shares for each share they own, according to Willis. The combined company name, Willis Towers Watson, will also stay the same.
Agreeing to the new terms was “not a decision that we take lightly,” Willis CEO Dominic Casserley said. “In order to enable Towers Watson shareholder support, we are therefore agreeing to allow Towers Watson to increase the pre-close cash dividend.”
In a separate statement, Towers Watson CEO John Haley said: “We are pleased to announce the revised terms of our proposed merger with Willis, which are based on our extensive engagement with stockholders and negotiation with Willis as well as our commitment to completing this compelling transaction.” The merger will benefit shareholders both in the short-term and long-term, Haley said.
The merger is expected to increase long-term shareholder value by $4.7 billion, the companies said.
As part of the deal, Towers Watson agreed to pay Willis $60 million if the merger is terminated, according to a news release. That includes if Willis ends the deal due to a Towers Watson breach, or if either company terminates the agreement because their shareholders fail to approve it.
“The $60 million payment represents Willis’ estimate of its merger-related out-of-pocket fees and expenses,” Towers Watson said. “Towers Watson also agreed that Willis will not pay a fee or be obligated to reimburse Towers Watson’s expenses if the merger agreement is terminated by Towers Watson or Willis because Willis shareholders fail to approve the issuance of Willis shares to Towers Watson stockholders in the merger.”
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