You persons, may be amended at any time in whole or in part at the sole discretion of Aon. are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date made. THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS, COMMUNICATIONS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE PROPOSED COMBINATION IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES, 2013 (THE “IRISH TAKEOVER RULES”). Persons receiving the Information (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Aon, WTW and their respective subsidiaries operate in a dynamic business environment in which new risks may emerge frequently. “may,” “could,” “should,” “would,” “might” or “will” be taken, occur or be achieved. certify that you will not forward or transmit the Information either in whole or in part to any person in a Restricted Jurisdiction. website by a third party. Forward-looking statements can often, but not always, be identified by the use of words such as “plans,” “expects,” ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. inform themselves of, and observe, any applicable legal or regulatory requirements. Further details in relation to overseas shareholders will be contained in the joint proxy materials to be jointly prepared and filed with SEC by Willis Towers Watson and Aon in relation to the Proposed Transaction THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE PROPOSED COMBINATION MADE IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2013 (THE “IRISH By clicking on the “I agree” box below, you certify that you will not forward, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. By clicking on “I agree” below, you confirm that you have read, understood and agreed to be bound by the terms of the notice set out above and that you are not in, or a resident of, any jurisdiction where to download All rights reserved. combination will be implemented solely by means of the scheme documentation, which contains the full terms and conditions of the proposed combination, including details of how shareholders of Aon and WTW may vote in Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Willis Towers Watson has 45,000 employees serving clients in more than 140 countries and markets. Further information concerning Aon and its businesses, including economic, competitive, governmental, Any person seeking access to this part of WTW’s website represents and warrants to WTW that they are doing so for information purposes only. No offer of securities shall be made in If you are unable to agree, you should press “I disagree” and you will not be able to view any such details. The In particular, you THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. See WTW’s Annual Report on Form transferred, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction if to do so would constitute a violation of the relevant laws of, or require registration thereof in, such We saw a clear opportunity to distinguish ourselves as an integrated global advisory, broking and solutions company. proposed combination, negative effects of an announcement of the proposed combination, changes in global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, The Responsible Persons are responsible in the terms set out above solely for the relevant materials contained on the website and not for any other information on the website which you may visit on leaving the website. Aon and Willis Towers Watson Combination News The Insurer TV Interview With Aon CEO Greg Case The combination of Aon and Willis Towers Watson will better position the firm to meet the unprecedented demand from clients for new solutions, while continuing to … adverse effects on the operating results and/or the market price of securities of Aon and/or WTW for any reason, including, without limitation, because of the failure to consummate the proposed combination, the Aon and Willis Towers Watson Disclaimer Investor Relations Disclaimer You are attempting to enter the section of this website that is designated for the publication of documents and information (the “ Information ”) in connection with the proposed combination of Aon (“ Aon ”) and Willis Towers Watson (“ Willis Towers Watson ” ) announced on 9 March 2020 (the … If you click “I disagree” below, we will be unable to provide you with access to the Information and you will be redirected to WTW’s homepage. under any obligation, and each expressly disclaims any intention or obligation, to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. IMPORTANT DISCLAIMERS ABOUT THIS INFORMATION ARE AVAILABLE AT THIS LINK. Our sophisticated approach to risk helps clients free up capital. BRUSSELS (Reuters) -The European Union’s antitrust regulators are to open a full-scale investigation into Aon’s $30 billion bid for Willis Towers Watson to … section of the website. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no such shares may be affected by the laws or regulatory requirements of the relevant jurisdictions in which they are resident. By clicking on the “I agree” box below, you certify that you will not forward, transmit, share or show the Information to any person. Aon plc confirmed that the European Commission (EC) has initiated a review of the company’s proposed $30 billion bid for Willis Towers Watson. To allow you to view details relating to the Proposed Combination, you have to read the following and then press “I agree”. confirm that you are permitted to proceed to this website. colleagues globally accelerating innovation to benefit clients, total revenue, based on 2019 reported financials, a winning client experience – going beyond the basics, meeting clients’ changing needs, ensuring exceptional relationship management, both organically and inorganically to bolster our existing capabilities and in innovation, Menu, current location and language selection is Canada English, use this menu to select a new location and language, Combination of Aon and Willis Towers Watson, Financial, Executive and Professional Risks (FINEX), Aon and Willis Towers Watson combination: Helping clients navigate an increasingly complex world, The combined company, to be named Aon, will maintain an operating headquarters in London, United Kingdom, Following the close of the transaction, ~63% of the combined company will be owned by Aon shareholders and ~37% will be owned by Willis Towers Watson shareholders, Each Willis Towers Watson share will be exchanged for 1.08 shares of Aon at a fixed exchange ratio, Total consideration of $231.99 per Willis Towers Watson share based on Aon’s closing stock price on March 6, 2020. regulatory, technological and other factors that could materially affect Aon’s results of operations and financial condition, is contained in Aon’s filings with the SEC. THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT HEREIN. Aon plc (NYSE:AON) and Willis Towers Watson (NASDAQ: WLTW) today announced a definitive agreement to combine in an all-stock transaction with an implied combined equity value of approximately $80 billion. DECISION, HOLDERS OF SECURITIES OF AON AND/OR WTW ARE URGED TO READ THOSE FILINGS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED COMBINATION, INCLUDING ANY Parent company domiciled in Ireland following the reorganization of Aon, expected prior to the transaction. Aon Combination . forward, distribute or send them in or into or from any Restricted Jurisdiction. The full terms and conditions of the Proposed Combination are set out in the definitive proxy statement (the “Proxy Statement”). See Aon’s Annual Report on Form 10-K for the Willis Towers was itself formed in 2016 in an $8.9 billion merger. DUBLIN, Jan. 27, 2021 /PRNewswire/ -- Aon plc (NYSE: AON) and Willis Towers Watson plc (NASDAQ: WLTW) today announced the future leadership team for the firm that will be effective upon the completion of the proposed combination of Aon and Willis Towers Watson.Guided by a one firm mindset, the new leadership team will come together following … The availability of such Information (and any related offer) to shareholders who are resident in, or citizens or national of jurisdictions where it would be unlawful to do so, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Please read this notice carefully before clicking “I agree” or “I disagree” below. CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE. and persons involved in the Proposed Combination disclaim any responsibility or liability for the violation of such restrictions by any person. In particular, you certify that you will not forward or transmit the Information or other information on this website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. identified above are not exhaustive. Forward-looking statements are prospective in nature and are In considering the Proposed Combination, WTW shareholders should rely only on the information contained and procedures described in the Proxy Statement. future. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A available as of the date of this communication which, while believed to be true when made, may ultimately prove to be incorrect. Get the latest updates on the Aon-WTW combination and recent insights from Aon leaders. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction. the proposed combination, the potential impact of the announcement or consummation of the proposed combination on relationships, including with suppliers, customers, employees and regulators, and general economic, definitive joint proxy statement was filed with the SEC on July 8, 2020. Additional information about WTW’s directors and executive officers is contained in WTW’s Annual JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. BEFORE MAKING ANY VOTING Aon Hewitt Investment Consulting, the Chicago-based subsidiary of insurance giant Aon, had $110bn in assets under management on a discretionary basis and $2.8bn in assets on a non-discretionary basis, … The Proposed Combination will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so. The European Commission (EC) is currently conducting an antitrust review of Aon’s proposed $30 billion bid for Willis Towers Watson. to, the possibility that the proposed combination will not be consummated, failure to obtain necessary shareholder or regulatory approvals or to satisfy any of the other conditions to the proposed combination, Willis Towers Watson shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. This section of WTW’s website is designated for the publication of documents and information in connection with the Proposed Combination. The release, publication or distribution of the Information in or into jurisdictions other than Ireland, the United Kingdom and the United States may be restricted by law and therefore any persons who are subject to in respect of resolutions to be proposed at the WTW shareholders meetings to approve the proposed combination, the scheme or related matters, or other responses in relation to the proposed combination, should be made Willis Towers Watson’s (re)insurer risk and capital management tools will blend with Aon’s capabilities to serve the new needs of banks and asset managers. You are attempting to enter the section of this website that is designated for the publication of documents and information (the “Information”) in connection with the proposed combination of Aon Using a “one firm mindset”, Aon chief executive officer Greg Case will remain to head up the business, supported by Christa Davies as chief financial officer. No statement in the Information is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser All persons who wish to view this section of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE. which any such statements are based. Unless otherwise determined by Aon or required by the Irish Takeover Rules, and permitted by applicable law and regulation, the Proposed Combination will not be made available directly or indirectly, in, into or from To the fullest extent permitted by applicable law, the entities involved in the Proposed Combination disclaim any responsibility or liability for the violations of any such restrictions by any person. If you are unable to agree you should press “I disagree” and you will not be able to view any such details. accepts no responsibility or duty to update any Information, document or announcement, and reserves the right to add to, remove or amend any information reproduced on this website at any time. the law of any jurisdiction other than Ireland, the United Kingdom and the United States should inform themselves about, and observe, any applicable legal or regulatory requirements. In relation to any document, announcement or information contained on this website, the only responsibility accepted by the Aon directors is for the correctness and fairness of its reproduction or presentation, at the Willis Towers Watson court meeting, or to appoint another person as proxy to vote at the Willis Towers Watson court meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which Each Willis Towers Watson share will be exchanged for 1.08 shares of Aon at a fixed exchange ratio ; Total consideration of $231.99 per Willis Towers Watson share based on Aon’s closing stock price on March 6, 2020. SEC’s website at www.sec.gov and, in the case of Aon’s filings, at Aon’s website at ir.aon.com, and in the case of WTW’s filings, at WTW’s website at investors.willistowerswatson.com. than those for the relevant preceding financial periods for Aon or Willis Towers Watson as appropriate. Please read this notice carefully before clicking “I agree” or “I disagree” below. Accordingly, the new Aon shares may not (unless an exemption under the relevant securities Laws is applicable) be offered, sold, resold, delivered or instrumentality (including, without limitation, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or any facility of a national, state or other securities Copies of the Information and any formal documentation relating to the Proposed Combination will not be and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Any securities issued as a result of the In particular, this communication is not an offer of securities for sale into the United States. Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 26, 2020, and WTW’s Proxy Statement on Schedule 14A, dated and filed with the SEC on April 27, 2020. not based on historical facts, but rather on current expectations of management about future events. transfer of securities in any jurisdiction in contravention of applicable law. violation of the laws of that jurisdiction. The combination will accelerate innovation, address unmet client need and deliver more value to business and organization's leaders. (which will include the Scheme document) (the “Joint Proxy Statement”). If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to The definitive proxy statement, when filed, as well as Aon’s and WTW’s other public filings with the SEC, may be obtained without charge at the Failure to comply with any such restrictions may constitute a violation of the laws financial adviser. persons who are not resident in Ireland, the United Kingdom or the United States, to vote their Willis Towers Watson shares with respect to the scheme of arrangement to effect the Proposed Combination (the “Scheme”) only on the basis of the information contained in the joint proxy statement (including the scheme documentation). INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT AND DO NOT ACCESS THIS WEBSITE. Any vote This once-in-a-generation combination establishes the combined Aon as the firm to help clients navigate today’s challenges and together tackle some of the greatest issues facing society. Aon and Willis Towers Watson Say Merger Is All About ‘Getting Better, Not Bigger’ The deal and terms were first announced on March 9. This notice applies to all persons who view this part of the website and, depending on where you live, it may affect your rights. TAKEOVER RULES”). Willis Towers Watson is a leading global advisory, broking and solutions company that designs and delivers solutions that manage risk, optimize benefits, cultivate talent and expand the power of capital to protect and strengthen institutions and individuals. unless a responsibility statement in any relevant document expressly provides otherwise. None of the Responsible Persons, WTW or any of its affiliates, its partners, employees, directors, members, officers, agents or advisers have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website or WTW website by a third party. In particular, you certify that you will not forward, transmit, share or show the Information to any jurisdiction where it would be unlawful to do so. Aon, WTW and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the proposed combination. VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO OBTAIN A CONSENT OR COMPLY WITH ANY OTHER FORMALITY THAT AON REGARDS AS UNDULY ONEROUS. Other than in accordance with legal or regulatory obligations, neither Aon nor WTW is Subject to any continuing obligations under applicable law or any relevant regulatory requirements, Aon expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement view or download the Information, please exit this webpage by clicking on the “I disagree” box below. cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. This notice may be amended or updated by Aon from time to time and it should be read carefully in full each time you wish to view the website. business and political conditions (including any epidemic, pandemic or disease outbreak, such as COVID-19) that affect the combined companies following the consummation of the proposed combination. Subject to the provisions of the business combination agreement entered to into between Aon and WTW and with the Irish Takeover Panel’s consent, the proposed If you are resident or located in Restricted Jurisdiction, you should not view this section of the website. year ended December 31, 2019, filed with the SEC on February 14, 2020, Aon’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2020, filed with the SEC on May 1, 2020, and additional documents filed by The new Aon shares have not been, and will not be, registered under applicable securities laws of any state, province, territory or jurisdiction of Canada, Australia or Japan, the relevant clearances have not been, documents filed by WTW with the SEC for a further discussion of these and other risks and uncertainties applicable to WTW’s businesses. The Information is not for release, publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so. In addition, the content of the website, and its accessibility by certain In March 2019, Aon put out a statement saying it considered acquiring Willis Towers Watson, but ultimately decided not to pursue the deal. Neither WTW, nor its advisers, assumes, and each expressly disclaims, any responsibility for any violation by any person of any of these restrictions. The Information has been prepared for the purpose of complying with the laws of Ireland and the Irish Takeover Rules and the information disclosed may not be the same as that which would have been disclosed if the respect of the proposed combination. This notice applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. ©document.write(new Date().getFullYear()) Aon plc. ANY PERSON SEEKING ACCESS TO THIS SECTION OF THE WEBSITE REPRESENTS AND WARRANTS TO AON THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY. The Information is not intended to, and does not, constitute or form any part of an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell or subscribe for or exchange any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Information or Proposed Combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law or regulations. Additional information about Aon’s directors and executive officers is contained in Aon’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the Balancing costs and rewards innovation on behalf of clients serving clients in more than countries... You will not BE able to view details relating to the suitability of any such jurisdiction which new risks emerge... 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