Willis Towers Watson

Last updated

Willis Towers Watson plc
Company type Public
Nasdaq:  WTW
S&P 500 component
ISIN IE00BDB6Q211
Industry Insurance broker
Predecessors Willis Group
Towers Watson
Founded5 January 2016;8 years ago (2016-01-05)
FoundersHenry Willis, John Towers, Reubens Watson
Headquarters
London
,
England
Area served
Worldwide
Key people
Paul Thomas, Chairman
Carl Hess, CEO
Inga Beale, Director
ServicesCommercial insurance brokerage
Strategic risk consulting
Actuary
Human resources
RevenueIncrease2.svg US$9.48 billion (2023)
Increase2.svgUS$1.37 billion (2023)
Increase2.svgUS$1.06 billion (2023)
Total assets Decrease2.svgUS$29.1 billion (2023)
Total equity Decrease2.svgUS$9.52 billion (2023)
Number of employees
48,000 (2023)
Website wtwco.com
Footnotes /references
[1]

Willis Towers Watson plc, branded as WTW and stylised in its logo as wtw, is a British-American multinational company that provides commercial insurance brokerage services, strategic risk management services (such as contingency planning, security audits, and product tampering plans), employee benefits and compensation management, and actuarial analysis and investment management for pension plans and financial endowments. [1] Insurance brokerage and risk management services account for 40% of the company's revenues, while employee benefit and wealth-related services account for 60% of revenues. [1] The company operates in more than 140 countries. Customers include 95% of FTSE 100 companies, 89% of Fortune 1000 companies, and 91% of Fortune Global 500 companies. [1] The company is the largest administrator among the 200 largest pension plans in the U.K. and one of the largest in Germany. [1] The company is domiciled in Ireland, with its principal executive offices at the Willis Building in London. [1]

Contents

History

In 2016, London-based Willis Group merged with Arlington-based Towers Watson in a merger of equals and was renamed Willis Towers Watson. [2] The merger was completed after a dividend payment to Towers Watson shareholders was increased after shareholders, including Driehaus Capital Management, opposed the initial proposal and the first shareholder vote for merger approval failed. [3] [4]

In May 2017, the company sold its Global Wealth Solutions business to the management of Charles Monat Associates. [5]

In July 2019, the company acquired TRANZACT, a direct-to-consumer health care insurance marketplace specializing in Medicare Advantage plans, for $1.3 billion. [6] In 2024, after suffering losses in the division, the company sold TRANZACT to GTCR for $632.4 million. [7]

On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson for nearly $30 billion in an all-stock deal that would have created the world’s largest insurance broker. [8] The transaction was terminated on 26 July 2021 after the United States Department of Justice sued to block the transaction, alleging it would reduce competition and could lead to higher prices. Aon paid a $1 billion termination fee as a result. [9]

In November 2020, the company acquired Acclimatise, a provider of climate change adaptation advisory and analytics services. [10]

In February 2021, the company acquired Jobable, a human resources software firm. [11]

In October 2021, the company sold its brokerage business in Northern Ireland to Global Risk Partners. [12]

In November 2021, the company acquired the remaining 51% stake in WTW India. [13] It also acquired Leaderim, an Israeli brokerage. [14]

In December 2021, the company sold its reinsurance business to Arthur J. Gallagher & Co. for $3.25 billion. [15] It also acquired Aerosure, an aviation insurance specialist focused on the Australia, New Zealand, and the Pacific Island region. [16]

In January 2022, Carl Hess succeeded John Haley as CEO and the company rebranded as WTW. [17] [18]

In July 2022, the company acquired Butterwire, a fintech provider of data analytics, artificial intelligence, and machine learning platforms. [19]

In December 2023, the company acquired AIMUW, a managing general agent in Italy. [20]

Inadequate compensation accepted by Towers Watson in merger with Willis Group; possible conflict of interest of Towers Watson CEO John Haley

In June 2015, in negotiating the acquisition of Towers Watson by Willis Group, Towers Watson first accepted an offer from Willis Group valued at $125.13 per share, or 9.3% lower than the trading price of Towers Watson stock at the time of the announcement. The deal also gave Willis Group shareholders more control of the combined company despite Willis having a lower market capitalization than Towers Watson. [21] Towers Watson shareholder Driehaus Capital Management urged other shareholders to vote against the proposed merger, calculating that Towers Watson was worth between 39% and 53% more as a standalone company. [3] [22] Towers Watson CEO John Haley was accused of having a conflict of interest since he was to receive $165 million from the completion of the deal. Haley had disposed of 55% of his shares in the company for a $10 million profit in early March 2015 while the merger negotiations were ongoing and before the stock price dropped on the news of the acquisition. [23]

In a shareholder vote on 18 November 2015, Towers Watson failed to get enough investor support for the proposed merger, with only 40% of shareholders voting in favor. [24] Willis Group then increased the special cash dividend to be paid to Towers Watson shareholders to US$10 per share, increasing the total value of the offer to $130.26 per share, which was still lower than the trading price of Towers Watson shares at the time of the announcement. This revised offer was approved by Towers Watson shareholders on 11 December 2015. [4]

A class action lawsuit was filed by shareholders led by the Regents of the University of California and represented by the law firm of Bernstein Litowitz Berger & Grossmann against Towers Watson, former Towers Watson CEO John Haley, former Willis CEO Dominic Casserley, and ValueAct Capital, which owned 10% of Willis Group and was led by Jeffrey W. Ubben who was a member of the board of directors of Willis and was involved in making the offer. [25] [26] The lawsuit was settled for $75 million plus $15 million to resolve a separate legal proceeding from the Delaware Court of Chancery. [26] The defendants tried to collect $54 million from their directors and officers coverage, but were rejected by the courts as the policy had an exclusion for claims that would "bump-up" the price of an acquisition. [27]

Notable office locations

The Willis Tower in Chicago Willis Tower From Lake.jpg
The Willis Tower in Chicago

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References

  1. 1 2 3 4 5 6 "Willis Towers Watson 2023 Annual Report (Form 10-K)". U.S. Securities and Exchange Commission. 22 February 2024.
  2. ↑ "Willis and Towers Watson to merge in $18B deal". CNBC . Reuters. 30 June 2015.
  3. 1 2 Hofmann, Mark A. (15 September 2015). "Towers Watson shareholder advises against merger with Willis". Business Insurance . Crain Communications.
  4. 1 2 Flaherty, Michael; Subba, Nikhil (11 December 2015). Baum, Bernadette; Dasgupta, Shounak (eds.). "Towers Watson, Willis merger gets shareholder nod". Reuters .
  5. ↑ "Charles Monat Associates – Management Buyout from Willis Towers Watson" (Press release). Charles Monat Associates. 9 May 2017.
  6. ↑ "Willis Towers Watson completes acquisition of TRANZACT" (Press release). GlobeNewswire. 30 July 2019.
  7. ↑ "WTW Announces Agreement to Sell TRANZACT" (Press release). GlobeNewswire. 1 October 2024.
  8. ↑ Dummett, Ben (9 March 2020). "Insurance Broker Aon Strikes Year's Biggest M&A Deal on Tumultuous Markets Day" . The Wall Street Journal .
  9. ↑ "Insurance brokers Aon and Willis Towers Watson scrap their $30 billion merger". CNBC . Reuters. 26 July 2021.
  10. ↑ "Willis Towers Watson acquires Acclimatise in move that further strengthens climate resilience leadership" (Press release). GlobeNewswire. 12 November 2020.
  11. ↑ Yu, Doris (17 February 2021). "Willis Towers Watson acquires Hong Kong's HR tech startup Jobable". Tech In Asia .
  12. ↑ "Global Risk Partners completes Willis Towers Watson Northern Ireland deal". Global Reinsurance . 4 October 2021.
  13. ↑ "Willis Towers Watson signs agreement to acquire remaining 51% shares in WTW India" (Press release). PR Newswire. 3 November 2021.
  14. ↑ "Willis Towers Watson signs agreement to acquire Israeli broker Leaderim" (Press release). GlobeNewswire. 16 November 2021.
  15. ↑ "Arthur J. Gallagher & Co. Completes Acquisition of Willis Towers Watson plc Treaty Reinsurance Brokerage Operations" (Press release). PR Newswire. 1 December 2021.
  16. ↑ "Willis Towers Watson expands aviation insurance broking expertise and solutions with acquisition of Aerosure" (Press release). GlobeNewswire. 5 December 2021.
  17. ↑ "Willis Towers Watson names new Global Leadership Team to drive the company forward" (Press release). GlobeNewswire. 30 August 2021.
  18. ↑ "WTW celebrates new name and Nasdaq ticker symbol with market opening ceremony" (Press release). GlobeNewswire. 25 January 2022.
  19. ↑ "WTW Acquires Climate Risk Analytics Firm Butterwire". Insurance Journal. 12 July 2022.
  20. ↑ "WTW set to acquire AIMUW in major boost to risk advisory and broking presence in Italy" (Press release). GlobeNewswire. 14 December 2023.
  21. ↑ Hoffman, Liz; Samuel, Juliet (1 July 2015). "Willis-Towers Watson: A Merger of Equals—Not Exactly" . The Wall Street Journal .
  22. ↑ Hoffman, Liz (15 September 2015). "Investor Moves to Rally Votes Against Towers Watson Deal" . The Wall Street Journal .
  23. ↑ Hoffman, Liz (27 September 2015). "Towers Watson CEO Sold Stock Before Big Deal" . The Wall Street Journal .
  24. ↑ Hoffman, Liz (18 November 2015). "Towers Watson, Willis Merger in Doubt as Investors Balk" . The Wall Street Journal .
  25. ↑ "In re Towers Watson & Co. Stockholders Litigation". Thomson Reuters. 25 July 2019 – via Casetext.
  26. 1 2 "In re Willis Towers Watson plc Proxy Litigation". Bernstein Litowitz Berger & Grossmann.
  27. ↑ "Towers Watson's Bump-Up Appeal Lifts Policyholder Hopes". Blank Rome . 14 July 2024.
  28. ↑ "Willis Opens New London Highrise HQ". Property Casualty 360. 21 July 2008.
  29. ↑ Schaper, David (16 July 2009). "Sears Tower Gets New Name". NPR .
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