“In order to reduce the risk of the complaints delaying or adversely affecting the transaction and to minimise the costs, risks, and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, WTW and Aon have determined to voluntarily supplement the Definitive Proxy Statement by providing the additional information…”
Those were the words of Aon Plc and Willis Towers Watson (WTW) when the merging brokerage giants issued a proxy supplement relating to their pending business combination. A new SEC (US Securities and Exchange Commission) filing by Aon cites five complaints, which were all filed in courts by purported WTW shareholders. These are:
- Stein v. Willis Towers Watson Public Limited Company, et al.
- Kent v. Willis Towers Watson Public Limited Company, et al.
- Carter v. Willis Towers Watson Public Limited Company, et al.
- Tang v. Willis Towers Watson Public Limited Company, et al.
- Kuznik v. Willis Towers Watson Public Limited Company, et al.
In the SEC filing, the London-headquartered brokers noted: “The complaints assert claims against certain defendants under Section 14(a) of the Exchange Act for allegedly false and misleading statements in the Definitive Proxy Statement; and against certain defendants under Section 20(a) of the Exchange Act for alleged ‘control person’ liability with respect to such allegedly false and misleading statements.
“Each complaint seeks, among other relief, an order enjoining the transaction. The Stein complaint and the Carter complaint also seek damages in an unspecified amount. WTW and Aon believe the allegations in the complaints are without merit and that no supplemental disclosure is required under applicable laws.”
However, as mentioned, the duo decided to volunteer further information through their proxy supplement. “WTW and Aon specifically deny all allegations in the complaints that any additional disclosure was or is required,” they stressed.
Shareholders of both companies will be voting in relation to the mega merger on August 26.