Status:  Clearance

Acquirer:             Aon plc (UK, Ireland)

Acquired:            Willis Towers Watson Public Company Limited (Ireland)

Value:                   Approx. US$24 billion

Industry:             Financial Services; Insurance

UPDATE:  “On July 30, 2020, Aon, and WTW received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS had concluded its review under Section 721 of the U.S. Defense Production Act of 1950 (“DPA”) of the transaction contemplated by the Business Combination Agreement and CFIUS determined that there are no unresolved national security concerns with respect to the transaction. CFIUS advised that action under Section 721 of the DPA has concluded with respect to such transaction. The foregoing satisfies the closing condition regarding CFIUS in the Business Combination Agreement.”  (Aon plc Form 10-Q, Oct. 30, 2020, SEC Filing.)

Posted March 10, 2021

Status: Upcoming/New Filing

On March 9, 2020, Willis Towers Watson Public Limited Company, an Irish company, and Aon plc, a company incorporated under the laws of England and Wales, announced that they entered a Business Combination Agreement whereby Willis Towers Watson will become a wholly owned subsidiary of Aon plc.  (See Willis Towers Watson Public Limited Company Form 8-K, Mar. 9, 2020, SEC Filing.)  The Business Combination Agreement also contemplates a reorganization that will change the jurisdiction of incorporation of Aon plc to Ireland. (Id.)  Upon completion of the proposed combination, existing Aon shareholders will own approximately 63%, and existing Willis Towers Watson shareholders will own approximately 37%, of the combined company.  (See Willis Towers Watson Public Company Limited, Form 8-K, Ex.-99.1, Mar. 9, 2020.)  “The Aon Group is a leading global professional services firm providing a broad range of risk, retirement and health solutions . . . .,” and “[t]he WTW Group 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.” (Id.)  Clearance by CFIUS is a condition for closing the proposed combination. (See Appendix 3, 6, Recommended All-Share Combination, Willis Towers Watson Public Company Limited, Form 8-K, Ex.-99.1, Mar. 9, 2020.)

Please contact us with any questions.