Aon and Willis Towers Watson have “mutually agreed to terminate their combination agreement”—“and end litigation with the U.S. Department of Justice (DOJ).”
Announced in March 2020, Aon’s $30 billion proposed acquisition of Willis Towers Watson—which had been challenged by the Biden administration’s Department of Justice in June—has now been called off. In June, citing regulatory considerations related to the pending merger with Willis Towers Watson, Aon had announced plans to sell off its U.S. retirement business and retiree health exchange platform—its U.S. retirement business to Aquiline—which acquired Ascensus in 2015 and recently made a capital investment in SageView Advisory Group—and its Aon Retiree Health Exchange™ business to Alight for total gross consideration of $1.4 billion.
In connection with the termination of the business combination agreement, Aon will pay the $1 billion termination fee to Willis Towers Watson, Willis Towers Watson’s proposed scheme of arrangement has now lapsed, and both organizations will move forward independently. Both firms will provide further financial updates and outlooks on their respective Q2 2021 earnings calls, which take place on July 30 for Aon and August 3 for Willis Towers Watson, according to a press release.
“Despite regulatory momentum around the world, including the recent approval of our combination by the European Commission, we reached an impasse with the U.S. Department of Justice,” said Aon CEO Greg Case. “The DOJ position overlooks that our complementary businesses operate across broad, competitive areas of the economy. We are confident that the combination would have accelerated our shared ability to innovate on behalf of clients, but the inability to secure an expedited resolution of the litigation brought us to this point.”
Case added: “Over the last 16 months, our colleagues have turned potential challenges into opportunities to advance our Aon United strategy. We built on our track record of innovation, continued to deliver industry-leading performance and progress against our key financial metrics and move forward with the strongest colleague engagement and client feedback scores in over a decade. Our respect for Willis Towers Watson and the team members we've come to know through this process has only grown.
“Our team’s resilience and commitment are a source of pride and confidence. They have continued to bring to life Willis Towers Watson’s compelling value proposition to better serve our clients in the areas of people, risk and capital,” said Willis Towers Watson CEO John Haley. “Going forward, our focus remains steadfast on our colleagues, our clients and our shareholders. We believe we are well-positioned to compete vigorously across our businesses around the world and will continue to introduce important innovations to the market. We appreciate and deeply respect all the Aon colleagues we got to know through this process.”
