UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 18, 2015
Towers Watson & Co.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34594 | 27-0676603 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) | ||
| 901 N. Glebe Road Arlington, VA |
22203 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (703) 258-8000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Towers Watson & Co. (“Towers Watson”) held and adjourned a special meeting of stockholders on November 18, 2015. Of the 69,440,607 shares outstanding and entitled to vote, 58,640,877 shares were represented at the meeting, or 84.4% of the total outstanding, sufficient to constitute a quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal 3 – Approval of Adjournment of Special Meeting
The Company’s stockholders approved a proposal to adjourn the meeting to another date and place if necessary or appropriate to solicit additional votes if there are insufficient votes at the time of the Towers Watson special meeting to approve the Towers Watson Merger Proposal. There were 32,975,158 votes for the Merger, 23,896,465 votes against the Merger, 1,769,254 abstentions, and 0 broker non-votes.
| Item 8.01 | Other Events. |
Adjournment of Special Meeting
In connection with the adjournment described above, Towers Watson issued a press release announcing it had adjourned the special meeting of Towers Watson stockholders previously scheduled for November 18, 2015. The special meeting will be adjourned to November 20, 2015 at 8:00 a.m., local time, at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139. The record date for the special meeting will remain October 1, 2015. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following exhibits are filed as part of this Report.
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated November 18, 2015. | |
Additional Information
As previously reported, Towers Watson has entered into an Agreement and Plan of Merger, dated as of June 29, 2015, by and among Willis Group Holdings Public Limited Company (“Willis”) and Citadel Merger Sub, Inc., pursuant to which Willis and Towers Watson will combine in an all-stock merger of equals transaction (the “Merger”).
In connection with the Merger, Towers Watson has filed a definitive proxy statement/prospectus on Schedule 14A with the SEC. The definitive proxy statement/prospectus also is included in a registration statement on Form S-4 filed by Willis. Investors are urged to read the definitive proxy statement/prospectus (including all amendments and supplements thereto) before making any voting or investment decision with respect to the Merger, because the proxy statement/prospectus contains important information. Investors may obtain free copies of the definitive proxy statement/prospectus, as well as other filings containing information about Towers Watson and Willis, without charge, at the SEC’s Internet site (www.sec.gov). Investors may also obtain these documents for free by directing a request to Towers Watson at 901 N. Glebe Road, Arlington, VA 22203, Attn: Investor Relations (for documents filed with the SEC by Towers Watson) or Willis at 200 Liberty Street, 7th Floor, New York, NY 10281, Attn: Investor Relations (for documents filed with the SEC by Willis).
Towers Watson and its directors and executive officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Towers Watson’s stockholders with respect to the Merger. Information regarding Towers Watson’s directors and executive officers is available in Towers Watson’s annual report on Form 10-K for the fiscal year ended June 30, 2015, filed with the SEC on August 14, 2015, as well as Amendment No. 1 on Form 10-K/A filed with the SEC on October 2, 2015. Additional information regarding the interests of such participants in the Merger is included in the proxy statement/prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TOWERS WATSON & CO. (Registrant) | ||||||
| Dated: November 18, 2015 | By: | /s/ Neil D. Falis | ||||
| Name: | Neil D. Falis | |||||
| Title: | Assistant Secretary | |||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated November 18, 2015. | |
Exhibit 99.1
Towers Watson Announces Adjournment of Special Meeting of Stockholders to November 20, 2015
Business Wire
18 November 2015
ARLINGTON, Va.—(BUSINESS WIRE)—Towers Watson & Co. (NASDAQ:TW), a global professional services company, today announced that the Special Meeting of Stockholders scheduled for Wednesday, November 18, 2015 to vote on proposals recommended by Towers Watson’s board regarding its proposed merger with Willis Group Holdings PLC has been adjourned to November 20, 2015 at 8:00 a.m. local time and will take place at Royal Palm South Beach, 1545 Collins Avenue, Miami Beach, FL 33139. The Special Meeting of Stockholders has been adjourned until November 20, 2015 in order to provide additional time for stockholders to vote.
Stockholders who have already voted do not need to recast their votes. Proxies previously submitted will be voted at the reconvened meeting unless properly revoked. Stockholders who have not already voted or wish to change their vote are encouraged to do so using the instructions provided in their voting instruction form or proxy card.
Towers Watson stockholders, including employee stockholders, are reminded that their vote is important and are encouraged to complete, sign, date and mail the proxy card at their earliest convenience. Not voting or abstaining will have the same effect as a vote against the merger. Stockholders may also submit a proxy on Proposal 1 and Proposal 2 by telephone or via the Internet by following the instructions printed on the proxy card. If stockholders have any questions or need assistance with voting, please contact Towers Watson’s proxy solicitor, Mackenzie Partners, toll-free at (800) 322-2885.
About Towers Watson
Towers Watson is a leading global professional services company that helps organizations improve performance through effective people, risk and financial management. With 16,000 associates around the world, the company offers consulting, technology and solutions in the areas of benefits, talent management, rewards, and risk and capital management. Learn more at towerswatson.com.
Where You Can Find Additional Information
In connection with the proposed merger of Towers Watson and Willis Group, Willis Group 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. The registration statement on Form S-4 was declared effective by the SEC on October 13, 2015. Each of Towers Watson and Willis Group mailed the joint proxy statement/prospectus to its respective stockholders on or around October 13, 2015. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE COMMISSION AS THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT TOWERS WATSON, WILLIS GROUP AND THE PROPOSED TRANSACTION. You may obtain the joint proxy statement/prospectus and the other documents filed with the Commission 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 Watson and Willis Group with the Commission by requesting them in writing from Towers Watson, 901 N. Glebe Road, Arlington, VA 22203, Attention: Investor Relations, or by telephone at (703) 258-8000, or from Willis Group, Brookfield Place, 200 Liberty Street, 7th Floor, New York, NY 10281-1003, Attention: Investor Relations, or by telephone at (212) 915-8084.
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 Watson and Willis Group, including the combined company’s future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Towers Watson’s and Willis Group’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 ability to obtain governmental approvals of the transaction on the proposed terms and schedule; the failure of Towers Watson stockholders and Willis Group shareholders to approve the transaction; the failure of the transaction to close for any reason; 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 potential impact of the announcement or consummation of the proposed transaction on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition; compliance with extensive government regulation; the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses. Additional risks and factors are identified under “Risk Factors” in Towers Watson’s Annual Report on Form 10-K filed on August 14, 2015, which is on file with the Commission, and under “Risk Factors” in the joint proxy statement/prospectus.
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. Neither Towers Watson or Willis Group 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.
Contacts
Investor:
Aida Sukys
aida.sukys@towerswatson.com
+1 703-258-8033
Media:
Sard Verbinnen & Co
Michael Henson/Conrad Harrington
+44 (0) 20 3178 8914
Bryan Locke/Jenny Gore
+1 312 895 4700
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