Willis Towers Watson

Willis Towers Watson Public Limited Company is a British-American multinational risk management, insurance brokerage and advisory company. The firm has roots dating from 1828 and is the third largest insurance broker in the world.[2]

WTW Public Limited Company
TypePublic limited company
ISINIE00BDB6Q211
Predecessors
Founded5 January 2016 (2016-01-05)
Headquarters
London
,
United Kingdom
Key people
Carl Hess (CEO),
Victor Ganzi (chairman)
ProductsRisk management, Insurance brokerage, Advisory & Actuarial services, Human Capital & Benefits
Revenue US$9.04 billion (2019)[1]
US$1.07 billion (2019)[1]
Number of employees
46,600[1]
Websitewtwco.com
For the Chicago skyscraper, see Willis Tower.

Overview

Willis Towers Watson (now called WTW) operates in more than 140 countries and has a workforce of more than 45,000 employees.[2] It has joined the Hedge Fund Standards Board and follows the voluntary code of standards of best practice endorsed by its members.[3]

History

Willis Towers Watson was formed as a merger of equals between London based Willis Group Holdings plc and Arlington, VA based Towers Watson & Co.[4] And Towers Watson was formed as a merger of deals between Towers Perrin and Watson Wyatt in 2009.[5]

Willis Towers Watson changed its Nasdaq stock ticker symbol from "WLTW" to "WTW" effective January 10, 2022.[6]

Merger process

The merging companies announced the merger on 30 June 2015[7] in a deal valued at $18 billion.[4] Willis Towers Watson would maintain its domicile in Ireland and list on the New York Stock Exchange. Later in 2015 the company moved its domicile to Virginia in the US and delisted from The NYSE and relisted on The NASDAQ. Willis Group exercised its right to acquire the remainder of Gras Savoye and agreed to purchase 85% of Miller, the leading London independent wholesale insurance broker.[8]

Criticism

Critics of the deal pointed out that the original offer would not be beneficial to Towers Watson shareholders as they would receive package of shares and a special cash dividend that is valued at $125.13 per share.[9] This value was 9.3% lower than the trading price of Towers Watson's stock was at the time of the announcement of the deal.[10] The revised offer in November increased the value to $130.26 per share, which was still lower than the trading price of Towers Watson shares at the time of the announcement. The deal also gives Willis Group shareholders more control despite the firm having a lower market capitalization compared to Towers Watson.[9]

In an open letter, investment adviser Driehaus Capital Management urged Towers Watson shareholders to vote against a proposed merger.[11] Driehaus argued that Towers Watson was worth between 39% and 53% more as a standalone company than by merging with Willis Group.[12] It was also reported that Towers Watson CEO John Haley had disposed of his shares in the company in early March 2015 while the merger negotiations were ongoing.[13]

On 18 November 2015, the board of Towers Watson failed to get enough investor support for the deal, with only 40% of shareholders voting in favor of the proposed merger with Willis Group.[14] This rejection led to Willis Group increasing its special cash dividend for Towers Watson shareholders to USD $10 per share. This revised offer was approved by Towers Watson shareholders on 11 December 2015.[15]

Completion

The merger was closed on 5 January 2016 once all regulatory approvals were received. Willis Towers Watson publicly announced their name change on 5 January.[16][17] Willis Group shareholders owned 50.1% while those of Towers Watson shareholders owned 49.9% of the combined company.[18]

On completion, Towers Watson CEO, John Haley, became the CEO, Willis Group CEO, Dominic Casserley, became the President and Deputy CEO while Willis Group Chairman, James McCann, became the chairman of the merged group with the twelve board seats shared equally between the two companies.[19]

Proposed acquisition by Aon

On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson[20][21] for nearly $30 billion in an all-stock deal that would have created the world’s largest insurance broker.[22] The deal was called off on 26 July 2021 after failing to reach agreement with the US Department of Justice.[23]

Activist stakes

Investors Starboard Value and Elliott Management were reported to have taken substantial stakes in the company in 2021.[24]

References
  1. "Willis Towers Watson 2019 10-K". Willis Towers Watson. Retrieved 14 June 2020.
  2. "Overview". Willis Towers Watson. Retrieved 30 September 2018.
  3. Hedge Fund Standards Board. "HFSB Founders & Core Supporters". Retrieved 27 September 2016.
  4. "Willis and Towers Watson to merge in $18B deal". CNBC. Reuters Thomson Reuters. 30 June 2015. Retrieved 7 September 2015.
  5. Sivaraman, Jui Chakravorty Das, Aarthi (29 June 2009). "Towers Perrin, Watson Wyatt to merge in $3.5 billion deal". Reuters. Retrieved 8 November 2020.
  6. "Willis Towers Watson changing ticker symbol to 'WTW'". Marketwatch.com. 7 January 2022. Retrieved 11 January 2022.
  7. "Willis Group and Towers Watson Announce Merger to Create Leading Global Advisory, Broking and Solutions Firm" (PDF). Willis and Towers Watson. 30 June 2015. Retrieved 7 September 2015.
  8. "Our History". Willis Towers Watson. Retrieved 18 March 2020.
  9. Hoffman, Liz; Samuel, Juliet (1 July 2015). "Willis-Towers Watson: A Merger of Equals—Not Exactly". The Wall Street Journal. News Corp. Retrieved 15 September 2015.
  10. "Towers Watson & Co. (TW) - Historical Prices". Yahoo! Finance. Yahoo!. 29 June 2015. Retrieved 15 September 2015.
  11. Hofmann, Mark A. (17 September 2015). "Towers Watson shareholder advises against merger with Willis". Business Insurance. Crain Communications. Retrieved 15 September 2015.
  12. Hoffman, Liz (15 September 2015). "Investor Moves to Rally Votes Against Towers Watson Deal". The Wall Street Journal. News Corp. Retrieved 17 September 2015.
  13. Hoffman, Liz (27 September 2015). "Towers Watson CEO Sold Stock Before Big Deal". The Wall Street Journal. News Corp. Retrieved 2 October 2015.
  14. Hoffman, Liz (18 November 2015). "Towers Watson, Willis Merger in Doubt as Investors Balk". The Wall Street Journal. News Corp. Retrieved 1 December 2015.
  15. Flaherty, Michael; Subba, Nikhil (11 December 2015). Baum, Bernadette; Dasgupta, Shounak (eds.). "Towers Watson, Willis merger gets shareholder nod". Reuters. Thomson Reuters. Retrieved 17 December 2015.
  16. "Willis Towers Watson - Merger Fact Sheet" (PDF). Willis Towers Watson. Retrieved 7 September 2015.
  17. Comtois, James (13 July 2015). "Towers Watson, Willis merger to combine strengths". Pensions & Investments. Crain Communications, Inc. Retrieved 7 September 2015.
  18. Bray, Chad (30 June 2015). "Willis Group and Towers Watson to Merge". The New York Times. Retrieved 7 September 2015.
  19. Jones, Sarah; Basak, Sonali (30 June 2015). "Willis to Merge With Towers Watson in $8.7 Billion Deal". Bloomberg Business. Bloomberg L.P. Retrieved 7 September 2015.
  20. Dummett, Ben (9 March 2020). "Insurance Broker Aon Strikes Year's Biggest M&A Deal on Tumultuous Markets Day" – via www.wsj.com.
  21. "Aon's $80 Billion Merger With Willis Towers Watson – Global Legal Chronicle". Retrieved 11 March 2020.
  22. Bauer, Elizabeth. "Aon Buys Willis Towers Watson: Another Waypoint In The Demise of Employer Pensions". Forbes. Retrieved 27 March 2020.
  23. "Insurance brokers Aon and Willis Towers Watson scrap their $30 billion merger". CNBC. Retrieved 28 July 2021.
  24. Dummett, Ben; Lombardo, Cara (30 September 2021). "Activists Starboard, Elliott Have Taken Stakes in Willis Towers Watson". Retrieved 30 September 2021.
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