Item 1.01 Entry Into a Material Definitive Agreement.
As previously announced, on
Also as previously announced, on
On
The Assignment Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing summary of the Assignment Agreement is qualified in its entirety by reference to Exhibit 2.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 2.1 Assignment Agreement, datedApril 2, 2020 , between the Company and AonUK NO OFFER OR SOLICITATION
This communication is for information purposes only and is not intended to and
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the proposed combination or otherwise, nor
shall there be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law. In particular, this communication is not an
offer of securities for sale into
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
The Company and WTW will prepare a joint proxy statement (which will contain the
scheme documentation) to be distributed to shareholders of the Company and WTW,
containing further information relating to the implementation of the proposed
combination, the full terms and conditions of the scheme, notices of the
shareholders meetings of the Company and WTW and information on the Class A
ordinary shares of the Company to be issued under the proposed combination. The
joint proxy statement will be filed with the
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THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED COMBINATION AND THE PARTIES TO THE PROPOSED COMBINATION. Any vote in respect of resolutions to be proposed at the WTW shareholders meetings to approve the proposed combination, the scheme or related matters, or other responses in relation to the proposed combination, should be made only on the basis of the information contained in the joint proxy statement (including the scheme documentation). Similarly, any vote in respect of resolutions to be proposed at the meeting of the Company's shareholders to approve the issuance of Class A ordinary shares of the Company under the proposed combination should be made only on the basis of the information contained in the joint proxy statement (including the scheme documentation).
PARTICIPANTS IN THE SOLICITATION
The Company, WTW and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from shareholders in
connection with the proposed combination. Information regarding the persons who
may, under the rules of the
FORWARD-LOOKING STATEMENTS
This communication contains certain statements that are forward-looking, as that
term is defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are prospective in nature and are not based on
historical facts, but rather on current expectations of management about future
events. Forward-looking statements can often, but not always, be identified by
the use of words such as "plans," "expects," "is subject to," "budget,"
"scheduled," "estimates," "forecasts," "potential," "continue," "intends,"
"anticipates," "believes" or variations of such words, and statements that
certain actions, events or results "may," "could," "should," "would," "might" or
"will" be taken, occur or be achieved. Although management believes that the
expectations reflected in these forward-looking statements are reasonable, it
can give no assurance that these expectations will prove to be correct. By their
nature, forward-looking statements involve risks and uncertainties because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by the forward-looking
statements. Such factors include, but are not limited to, the possibility that
the proposed combination will not be consummated, failure to obtain necessary
shareholder or regulatory approvals or to satisfy any of the other conditions to
the proposed combination, adverse effects on the operating results and/or the
market price of securities of the Company and/or WTW for any reason, including,
without limitation, because of the failure to consummate the proposed
combination, the failure to realize the expected benefits of the proposed
combination (including anticipated revenue and growth synergies), the failure to
effectively integrate the combined companies following consummation of the
proposed combination, negative effects of an announcement of the proposed
combination, changes in global, political, economic, business, competitive,
market and regulatory forces, future exchange and interest rates, changes in tax
laws, regulations, rates and policies, future business acquisitions or
disposals, or any announcement relating to the consummation of or failure to
consummate the proposed combination on the market price of securities of the
Company and/or WTW, significant transaction and integration costs or
difficulties in connection with the proposed combination and/or unknown or
inestimable liabilities, potential litigation associated with the proposed
combination, the potential impact of the announcement or consummation of the
proposed combination on relationships, including with suppliers, customers,
employees and regulators, and general economic, business and political
conditions (including any epidemic, pandemic or disease outbreak) that affect
the combined companies following the consummation of the proposed combination.
The factors identified above are not exhaustive. The Company, WTW and their
respective subsidiaries operate in a dynamic business environment in which new
risks may emerge frequently. Other unknown or unpredictable factors could also
cause actual results and developments to differ materially from those expressed
or implied by the forward-looking statements. Forward-looking statements should
therefore be construed in the light of such factors. You are cautioned not to
place undue reliance on any forward-looking statements, which speak only as of
the date made. Further information concerning the Company and its businesses,
including economic, competitive, governmental, regulatory, technological and
other factors that could materially affect the Company's results of operations
and financial condition, is contained in Aon
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financial condition, is contained in WTW's filings with the
STATEMENT REQUIRED BY THE IRISH TAKEOVER RULES
The directors of the Company accept responsibility for the information contained in this communication relating to the Company, the directors of the Company and members of their immediate families, related trusts and persons connected with them, except for the statements made by WTW in respect of the Company. To the best of the knowledge and belief of the directors of the Company (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The directors of WTW accept responsibility for the information contained in this communication relating to WTW and the directors of WTW and members of their immediate families, related trusts and persons connected with them, except for the statements made by the Company in respect of WTW. To the best of the knowledge and belief of the directors of WTW (who have taken all reasonable care to ensure such is the case), the information contained in this communication for which they respectively accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
DEALING DISCLOSURE REQUIREMENTS
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if, during an
"offer period," any person is, or becomes "interested" (directly or indirectly)
in 1 per cent. or more of any class of "relevant securities" of the Company or
WTW, all "dealings" in any "relevant securities" of the Company or WTW
(including by means of an option in respect of, or a derivative referenced to,
any such relevant securities) must be publicly disclosed by no later than
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