Towers Perrin/Watson Wyatt Merger Cleared by European Commission
By Watson Wyatttowers Perrin, PRNEThursday, December 3, 2009
STAMFORD, Connecticut and ARLINGTON, Virginia, December 4 - Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt Worldwide, Inc.
(NYSE, Nasdaq: WW), both leading global consulting firms, today announced
that they have been granted conditional clearance from the European
Commission to allow the Parties to proceed with their merger to form Towers
Watson & Co. U.S. antitrust authorities previously cleared the transaction.
As part of the European Commission's clearance decision, Watson Wyatt has
committed to sell its life insurance actuarial software business, VIPitech.
However, the European Commission has agreed that the merged company may
retain a license to use the VIPitech software, which will allow it to
continue to serve those clients that have implemented this software. Watson
Wyatt is currently preparing the business for sale and will be issuing more
information in due course.
"This is a key milestone in our progress toward completing the
transaction that will bring together our two firms," said John Haley, Watson
Wyatt Chief Executive Officer who will serve as Chief Executive Officer of
Towers Watson. "We are very pleased to have received clearance from the
Commission on a timescale which will allow the companies to continue plans to
finalize the merger by the end of this year. While we are disappointed that
we could not retain VIPitech, we are committed to ensuring that VIPitech is
sold as a viable business and that all of our VIPitech clients remain fully
supported."
The decision by the European Commission gives Towers Perrin and Watson
Wyatt the necessary regulatory approvals to complete the merger. However, the
proposed transaction remains subject to additional conditions contained in
the merger agreement, including the approval by the shareholders of Towers
Perrin and Watson Wyatt. Both companies' shareholder meetings are scheduled
for December 18, 2009. Assuming that the requisite shareholder approvals are
obtained and all other conditions are satisfied, the Parties currently
anticipate that the merger will become effective on January 1, 2010.
The proposed merger will result in a leading global professional services
firm with an enhanced portfolio of services across a range of financial, risk
and people management areas.
About Towers Perrin
Towers Perrin is a global professional services firm that helps
organizations improve performance through effective people, risk and
financial management. The firm provides innovative solutions in the areas of
human capital strategy, program design and management, and in the areas of
risk and capital management, insurance and reinsurance intermediary services,
and actuarial consulting. Towers Perrin has 6,300 employees located in 26
countries and is located on the Web at www.towersperrin.com.
About Watson Wyatt
Watson Wyatt (NYSE, Nasdaq: WW) is the trusted business partner to the
world's leading organizations on people and financial issues. The firm's
global services include: managing the cost and effectiveness of employee
benefit programs; developing attraction, retention and reward strategies;
advising pension plan sponsors and other institutions on optimal investment
strategies; providing strategic and financial advice to insurance and
financial services companies; and delivering related technology, outsourcing
and data services. Watson Wyatt has 7,500 associates in 33 countries and is
located on the Web at www.watsonwyatt.com.
Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. You can identify these
statements and other forward-looking statements in this document by words
such as "may", "will", "would", "expect", "anticipate", "believe",
"estimate", "plan", "intend", "continue", or similar words, expressions or
the negative of such terms or other comparable terminology. These statements
include, but are not limited to, the benefits of the business combination
transaction involving Towers Perrin and Watson Wyatt and the anticipated
timing of the transaction, as well as other statements that are not
historical facts. Such statements are based upon the current beliefs and
expectations of Towers Perrin's and Watson Wyatt's management and are subject
to significant risks and uncertainties. Actual results may differ from those
set forth in the forward-looking statements.
The following factors, among others, could cause actual results to differ
from those set forth in the forward-looking statements: the failure of Towers
Perrin shareholders and Watson Wyatt stockholders to approve the transaction;
the risk that the businesses will not be integrated successfully; the risk
that anticipated cost savings and any other synergies from the transaction
may not be fully realized or may take longer to realize than expected; the
ability to recruit and retain qualified employees and to retain client
relationships; the combined company's ability to make acquisitions, on which
its growth depends, and its ability to integrate or manage such acquired
businesses; and the risk that a significant or prolonged economic downturn
could have a material adverse effect on the combined company's business,
financial condition and results of operations. Additional risks and factors
are identified under "Risk Factors" in the joint proxy statement/prospectus
included in the amended registration statement on Form S-4/A filed by Jupiter
Saturn Holding Company on November 9, 2009 with the Commission and under
"Risk Factors" in Watson Wyatt's Annual Report on Form 10-K filed on August
14, 2009 with the Commission.
You should not rely upon forward-looking statements as predictions of
future events because these statements are based on assumptions that may not
come true and are speculative by their nature. None of Jupiter Saturn Holding
Company, Towers Perrin or Watson Wyatt undertakes an obligation to update any
of the forward-looking information included in this document, whether as a
result of new information, future events, changed expectations or otherwise.
Where You Can Find Additional Information
This press release was issued December 4, 2009. Towers Perrin and Watson
Wyatt have formed a company, Jupiter Saturn Holding Company (the "Holding
Company"), which has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the "Commission") that contains a joint
proxy statement/prospectus and other relevant documents concerning the
proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE
COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN,
WATSON WYATT, THE HOLDING COMPANY AND THE PROPOSED TRANSACTION.
The joint proxy statement/prospectus and the other documents filed with
the Commission may be obtained free of charge at the Commission's website,
www.sec.gov. In addition, you may obtain free copies of the joint proxy
statement/prospectus and the other documents filed by Towers Perrin, Watson
Wyatt and the Holding Company with the Commission by requesting them in
writing from Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard,
Stamford, CT. 06901-3225, Attention: Marketing, or by telephone at
+1-203-326-5400, or from Watson Wyatt, 901 N. Glebe Rd., Arlington, VA.
22203, Attention: Investor Relations, or by telephone at +1-703-258-8000.
Towers Perrin, Watson Wyatt, the Holding Company and their respective
directors and executive officers may be deemed under the rules of the
Commission to be participants in the solicitation of proxies from the
stockholders of Watson Wyatt. A list of the names of those directors and
executive officers and descriptions of their interests in Towers Perrin,
Watson Wyatt and the Holding Company is contained in the joint proxy
statement/prospectus which has been filed by the Holding Company with the
Commission. Stockholders may obtain additional information about the
interests of the directors and executive officers in the proposed transaction
by reading the joint proxy statement/prospectus.
Towers Perrin Media: Joe Conway, +1-914-745-4175, joseph.p.conway at towersperrin.com, Watson Wyatt Media: David Popper, +1-703-258-7582, david.popper at watsonwyatt.com, Investors: Mary Malone, +1-703-258-7841, mary.malone at watsonwyatt.com
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