Proxy advisory firms Institutional Shareholder Services (ISS) and Glass Lewis & Co have recommended the shareholders of both Aon and Willis Towers Watson (WTW) to vote in favour of the proposed combination.
In its independent report, published on 7 August, ISS said the strategic rationale of the merger is “sound”.
ISS also highlighted that Aon and WTW “have complementary businesses and client bases across geographies and client segments, which may provide the potential for revenue upside”.
Glass Lewis described the proposed merger in its 10 August report as “strategically and financially compelling and structured in a reasonable manner which impacts an acceptable valuation and ownership split for WTW shareholders”.
The special meeting of Willis Towers Watson shareholders ordered by the High Court of Ireland and the extraordinary general meetings of the shareholders of both Aon and Willis Towers Watson are scheduled to take place on 26 August 2020.
Upon the closing of the combination, Willis Towers Watson shareholders will receive 1.08 Aon shares in exchange for each Willis Towers Watson share they held immediately prior to the closing.
The combination is expected to close in H1 2021, pending customary regulatory and other closing conditions.
The merger was first announced at the beginning of March when the brokers announced an agreement to combine in an all-stock transaction with an implied combined equity value of approximately $80 billion.
The combined company will be named Aon, maintaining its operating headquarters in London.
It will be led by Greg Case, Aon’s CEO, and Aon’s chief financial officer Christa Davies, along with a leadership team from both organisations.
As part of the deal, Willis Towers Watson’s CEO John Haley will take on the role of executive chairman with a focus on growth and innovation strategy.
The deal comes a year after Marsh & McLennan Companies (MMC) completed the acquisition of Jardine Lloyd Thompson Group (JLT) for $5.6 billion in fully diluted equity value.
