上海,2021年7月26日
——怡安(NYSE:Aon)和韦莱韬悦(NASDAQ:WLTW)今天宣布,两家公司已同意终止其企业合并协议,并结束与美国司法部(DOJ)的诉讼。拟议的合并于2020年3月9日首次宣布。
怡安首席执行官Greg Case表示:“尽管全球监管趋势利好,最近欧盟委员会亦批准了我们的合并,但我们与美国司法部的协商陷入了僵局。司法部的立场忽视了我们在广泛的竞争性经济领域内互补的业务运作。我们始终相信,合并将加速我们代表客户进行创新的共享能力。但鉴于无法确保诉讼的快速解决,我们做出了这一决定。”
Case补充说:“在过去的16个月里,我们的同事们将潜在的挑战转化为机遇,推进我们的怡安联合战略。我们基于不断创新,继续根据我们的关键财务指标提供业界领先的绩效和进步,并以十多年来最强的员工敬业度和客户反馈分数向前迈进。我们对韦莱韬悦和我们在这一过程结识的的其团队成员的尊敬只会与日俱增。”
“团队的韧性和承诺是我们自豪和信心的源泉。我们的团队始终如一地将韦莱韬悦令人信服的价值主张付诸实践,以更好地为我们的客户提供人才、风险和资本等领域的服务。”韦莱韬悦首席执行官John Haley表示:“展望未来,我们的关注重点仍将是我们的员工、客户和股东。我们相信,我们完全有能力在全球范围内的所有业务领域展开激烈竞争,并将持续向市场推出重要的创新产品。我们感谢并深切尊重在这一过程结识的所有怡安同事。”
在终止合并协议方面,怡安将向韦莱韬悦支付10亿美元的终止费,韦莱韬悦提出的安排方案现已失效,两家机构将独立前行。怡安和韦莱韬悦将在其分别于7月30日和8月3日召开的2021年第二季度财报电话会议上提供进一步的财务情况更新和展望。
怡安(NYSE:Aon)是一家全球领先的专业服务公司,提供广泛的风险、养老金和健康解决方案。我们在120个国家/地区的50,000名同事通过使用专有数据和分析提供降低波动性和提高绩效的洞察,为客户提升业务成果。
关于韦莱韬悦
韦莱韬悦(NASDAQ:WLTW)是一家领先的全球性咨询、保险经纪和解决方案公司,帮助世界各地的客户把风险变成增长机遇。 韦莱韬悦成立于1828年,目前拥有 45,000 名员工,向140多个国家提供服务。
我们设计和提供完善的解决方案来管理风险、培育人才、实现利益最大化及增强资本的力量,让组织与个人得到有力保障,并日益发展壮大。我们以独到眼光洞察人才、资产与理念之间的重要交集-这是推动经营绩效增长的动态公式。
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 Willis Towers Watson accept responsibility for the information contained in this document relating to Willis Towers Watson. To the best of the knowledge and belief of the directors of Willis Towers Watson (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 Willis Towers Watson (the "Combination"); Aon’s and Willis Towers Watson’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 Willis Towers Watson (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 Willis Towers Watson 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 Willis Towers Watson; the impact of, and potential challenges in complying with, legislation and regulation in the jurisdictions in which Aon and/or Willis Towers Watson operates, particularly given the global scope of Aon's and/or Willis Towers Watson's businesses and the possibility of conflicting regulatory requirements across jurisdictions in which Aon and/or Willis Towers Watson 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 Willis Towers Watson 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 Willis Towers Watson’s operating flexibility and the enforcement of judgments against Aon and/or Willis Towers Watson; 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 Willis Towers Watson'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 Willis Towers Watson’s reputation.
Any or all of Aon's and Willis Towers Watson's forward-looking statements may turn out to be inaccurate, and there are no guarantees about Aon's or Willis Towers Watson's performance. The factors identified above are not exhaustive. Aon, Willis Towers Watson 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, Willis Towers Watson and their respective businesses, including factors that potentially could materially affect Aon's or Willis Towers Watson's financial results, are contained in Aon's and Willis Towers Watson's respective filings with the Securities and Exchange Commission (the "SEC"). See Aon's and Willis Towers Watson'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 Willis Towers Watson and their respective businesses. These factors may be revised or supplemented in subsequent reports filed with the SEC. Neither Aon nor Willis Towers Watson 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, Willis Towers Watson 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.