Bragar Eagel & Squire (BES), a US stockholder rights law firm, has launched an investigation into whether the board members of Willis Towers Watson breached fiduciary duties or violated the federal securities laws in connection with the company’s proposed merger with Aon.
On 9 March this year, Willis announced it had signed an agreement to be acquired by Aon for approximately $30 billion.
As part of the merger agreement, Willis Towers Watson’s stockholders will receive 1.08 shares of Aon common stock for each share of Willis Towers Watson common stock owned.
The deal, which is scheduled to close in the first half of 2021, would see the combination of two of the world’s largest insurance brokers.
BES stated that they are concerned that WTW’s board of directors “oversaw an unfair process and ultimately agreed to an inadequate deal price”.
The stockholder rights law firm said they are investigating all relevant aspects of the deal and “are committed to securing the best result possible for WTW’s stockholders”.
In light of the current COVID-19 pandemic, Aon’s CEO Greg Case sent a letter to employees addressing how the pandemic has affected the firm.
Case outlined in his letter that the combination with Willis Towers Watson “will be a positive catalyst that enables us to accelerate innovation on behalf of clients. This all-stock combination requires no financing and our intent to complete it creates no incremental financial burden”.
Willis Towers Watson declined to comment, while Aon is yet to respond to a request for comment.
In addition to BES, WeissLaw and Rigrodsky & Long have also launched investigations.
At the time of the announcement, Willis Towers Watson CEO John Haley, described the combination of the two firms as “a natural step in our journey to better serve our clients in the areas of people, risk and capital”.
Haley said: "This transaction accelerates that journey by providing our combined teams with the opportunity to drive innovation more quickly and deliver more value."
Aon CEO Greg Case added that the merger would create “a more innovative platform” that will create better outcomes for all stakeholders, including clients, colleagues, partners and investors.
Case stated: “Our world-class expertise across risk, retirement and health will accelerate the creation of new solutions that more efficiently match capital with unmet client needs in high-growth areas like cyber, delegated investments, intellectual property, climate risk and health solutions."
