Item 1.01 Entry into a Material Definitive Agreement
On July 26, 2021, Willis Towers Watson plc (the “Company”) entered into a Termination Agreement (the “Termination Agreement”) with Aon plc (“Aon”) to terminate that certain Business Combination Agreement, dated as of March 9, 2020 (as amended, the “BCA”), by and between the Company and Aon plc, a UK public limited company and subsidiary of Aon (“Aon UK”; Aon UK subsequently assigned its rights and obligations under the BCA to Aon, as contemplated by the BCA). In connection with the termination of the BCA and pursuant to the terms of the Termination Agreement, Aon has agreed to pay the Company a $1 billion cash termination fee.
The information set forth in Item 1.02 hereof is incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On July 26, 2021, and as described above, the Company entered into the Termination Agreement pursuant to which, among other things, the BCA was terminated by mutual consent of the Company and Aon, subject to receipt by the Company of $1 billion payable by Aon in cash within 48 hours of the execution of the Termination Agreement. Under the Termination Agreement, the Company and Aon, on behalf of themselves and certain other related and affiliated parties, each agreed to release the other from all claims and actions arising out of or related to the BCA and the transactions contemplated thereby, subject to certain exceptions.
As a result of the termination of the BCA, the Securities and Asset Purchase Agreement, dated May 12, 2021, by and among the Company, Aon and Arthur J. Gallagher & Co. was automatically terminated.
The Termination Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 7.01 Regulation FD Disclosure
On July 26, 2021, the Company and Aon issued a joint press release announcing the termination of the BCA and the payment by Aon to the Company of a $1 billion termination fee. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01, including in the attached Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
