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8-K - 8-K - Aon plc | a10-18397_18k.htm |
Exhibit 99.1
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For immediate release
Aon and Hewitt Expect
Proposed Merger to Close in Early October
Election Deadline for Hewitt Shareholders Set for September 29
CHICAGO, September 24, 2010 Aon Corporation (NYSE: AON) and Hewitt Associates, Inc. (NYSE: HEW) announced today that they currently anticipate completing their proposed merger transaction pursuant to the previously announced Agreement and Plan of Merger, dated as of July 11, 2010, between Aon, two wholly owned subsidiaries of Aon, and Hewitt (the Merger Agreement) on or about October 1, 2010. The proposed merger transaction remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
In connection with the anticipated completion of the proposed merger transaction, the election deadline for Hewitt stockholders to elect the form of merger consideration they will receive in the merger transaction has been set as 5:00 p.m., New York City time, on September 29, 2010 (the Election Deadline). In accordance with the Merger Agreement, all Hewitt stockholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with the certificate(s) representing their shares, confirmation of book-entry transfer of such shares, or properly completed Notice of Guaranteed Delivery, so that they are received by Computershare Trust Company, N.A., the exchange agent, at its designated office, by the Election Deadline. Hewitt stockholders holding shares through a brokerage account or other nominee arrangement may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their broker or nominee, who will make an election on their behalf if they follow the brokers or nominees instructions. Hewitt stockholders are encouraged to consult with their broker or nominee as soon as possible regarding these procedures.
Holders of Hewitt common stock whose election forms are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling them to receive merger consideration consisting of (i) 0.6362 of a share of Aon common stock and (ii) $25.61 in cash per share of Hewitt common stock. Elections made by Hewitt stockholders to receive all cash or all stock consideration will be subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Aon common stock issued by Aon in the merger each represents approximately 50% of the aggregate merger consideration, as described in the Merger Agreement and in the joint proxy statement/prospectus provided to Aon and Hewitt stockholders in connection with the special meetings of Aon stockholders and Hewitt stockholders held on September 20, 2010.
Beginning on or about August 19, 2010, the required election forms and accompanying instructions were mailed to Hewitt stockholders of record as of August 16, 2010. Hewitt stockholders, including those that acquired their shares after August 16, 2010, may request copies of these election documents and direct any questions regarding the election materials or the Election Deadline to Innisfree M&A Incorporated, the information agent for the transaction, at (877) 456-3463 (toll-free) or (212) 750-5833 (collect). Hewitt stockholders holding shares through
a brokerage account or other nominee arrangement should contact their broker or nominee to obtain additional copies of the election documents.
About Hewitt Associates
Hewitt Associates (NYSE:HEW) provides leading organizations around the world
with expert human resources consulting and outsourcing solutions to help them
anticipate and solve their most complex benefits, talent, and related financial
challenges. Hewitt works with companies to design, implement, communicate, and
administer a wide range of human resources, retirement, investment management,
health care, compensation, and talent management strategies. With a history of
exceptional client service since 1940, Hewitt has offices in more than 30
countries and employs approximately 23,000 associates who are helping make the
world a better place to work. For more information, please visit
http://www.hewitt.com.
About Aon
Aon Corporation (NYSE: AON) is the leading global provider of risk management
services, insurance and reinsurance brokerage, and human capital
consulting. Through its more than 36,000
associates worldwide, Aon readily delivers distinctive client value via
innovative and effective risk management and workforce productivity
solutions. Aons industry-leading global
resources and technical expertise are delivered locally through more than 500
offices in more than 120 countries.
Named the worlds best broker by Euromoney magazines 2008 and 2009
Insurance Survey, Aon also ranked highest on Business Insurances listing of
the worlds largest insurance brokers based on commercial retail, wholesale,
reinsurance and personal lines brokerage revenues in 2008 and 2009. A.M.
Best deemed Aon the number one insurance broker based on brokerage revenues in
2007, 2008, and 2009, and Aon was voted best insurance intermediary, best
reinsurance intermediary and best employee benefits consulting firm in 2007,
2008 and 2009 by the readers of Business Insurance. For more information on Aon, log onto
www.aon.com.
Cautionary Statement
This communication does not
constitute an offer to sell or the solicitation of an offer to buy any
securities.
Safe Harbor Statement
This communication contains certain statements related to future results, or
states our intentions, beliefs and expectations or predictions for the future
which are forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These 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. Potential factors that could impact results include: the
possibility that the expected efficiencies and cost savings from the proposed
transaction will not be realized, or will not be realized within the expected
time period; the ability to obtain governmental approvals of the merger on the
proposed terms and schedule contemplated by the parties; the risk that the Aon
and Hewitt businesses will not be integrated successfully; disruption from the
proposed transaction making it more difficult to maintain business and
operational relationships; the possibility that the proposed transaction does
not close, including, but not limited to, due to the failure to satisfy the
closing conditions; general economic conditions in different countries in which
Aon and Hewitt do business around the world; changes in global equity and fixed
income markets that could affect the return on invested assets; fluctuations in
exchange and interest rates that could influence revenue and expense; rating
agency actions that could affect Aons ability to borrow funds; funding of Aons
various pension plans; changes in the competitive environment; changes in
commercial property and casualty markets and commercial premium rates that
could impact revenues; the outcome of inquiries from regulators and
investigations related to compliance with the U.S. Foreign Corrupt Practices
Act and non-U.S. anti-corruption laws; the impact of investigations brought by
U.S. state attorneys general, U.S. state insurance regulators, U.S. federal
prosecutors, U.S. federal regulators, and regulatory authorities in the U.K.
and other countries; the impact of class actions and individual lawsuits
including client class actions, securities class actions, derivative actions
and ERISA class actions; the cost of resolution of other contingent liabilities
and loss contingencies; and the ability to realize the anticipated benefits to
Aon of the Benfield merger. Further
information concerning Aon, Hewitt, and their business, including factors that
potentially could materially affect Aons and Hewitts financial results, is
contained in Aons and Hewitts filings with the Securities and Exchange
Commission (the SEC). See Aons and
Hewitts Annual Reports on Form 10-K and Annual Reports to Stockholders
for the fiscal years ended December 31, 2009 and September 30, 2009,
respectively, and other public filings with the SEC for a further discussion of
these and other risks and uncertainties applicable to our businesses. Neither
Aon nor Hewitt undertakes, and each of them expressly disclaims, any duty to update
any forward-looking statement whether as a result of new information, future
events or changes in their respective expectations, except as required by law.
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Investor Contact: |
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Media Contact: |
Scott Malchow |
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David Prosperi |
Aon Corporation |
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Aon Corporation |
Vice President, Investor Relations |
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Vice President, Global Public Relations |
312-381-3983 |
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312-381-2485 |
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Investor Contact: |
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Media Contact: |
Sean McHugh |
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Maurissa Kanter |
Hewitt Associates |
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Hewitt Associates |
Vice President, Investor Relations |
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Director, Public Relations |
847-442-4176 |
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847-442-0952 |