Item 8.01 Other Events.
Information Related to Combination with WTW
Information with respect to WTW's business is attached as Exhibit 99.1 hereto and incorporated by reference herein. Information with respect to certain material risks related to WTW's business, operations and financial condition is attached as Exhibit 99.2 hereto and incorporated by reference herein. Information with respect to certain material risks related to the Combination and to the combined company following the Combination is attached as Exhibit 99.3 hereto and incorporated by reference herein.
Also included in this Current Report on Form 8-K are certain (i) audited consolidated financial statements of WTW, (ii) unaudited condensed consolidated financial statements of WTW and (iii) unaudited pro forma condensed combined financial statements of the Company giving effect to the Combination, each as described in Item 9.01 of this Current Report on Form 8-K.
The consent of
Item 9.01 Financial Statements and Exhibits.
The consolidated financial statements of WTW and its subsidiaries as of
The unaudited condensed consolidated financial statements of WTW as of and for
the three months ended
(b) Pro forma financial information.
The unaudited pro forma condensed combined financial statements of the Company,
giving effect to the Combination, as of and for the three months ended
(d) Exhibits. Exhibit Number Description 23.1 Consent ofDeloitte & Touche LLP . 99.1 Information with respect to WTW's business. 99.2 Information with respect to certain material risks related to WTW's business, operations and financial condition. 99.3 Information with respect to certain material risks related to the Combination and to the combined company following the Combination. 99.4 Audited consolidated financial statements of WTW as ofDecember 31, 2019 and 2018 and for the three years endedDecember 31, 2019 and the report ofDeloitte & Touche LLP , independent registered public accounting firm. 99.5 Unaudited condensed consolidated financial statements of WTW as of and for the three months endedMarch 31, 2020 and 2019. 99.6 Unaudited pro forma condensed combined financial statements of the Company, giving effect to the Combination, as of and for the three months endedMarch 31, 2020 and the year endedDecember 31, 2019 .
--------------------------------------------------------------------------------
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 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
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 Combination. The
preliminary joint proxy statement was filed with the
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 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 Combination will not be consummated, failure to obtain necessary shareholder
or regulatory approvals or to satisfy any of the other conditions to the
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 Combination, the failure to
realize the expected benefits of the Combination (including anticipated revenue
and growth synergies), the failure to effectively integrate the combined
companies following consummation of the Combination, negative effects of an
announcement of the 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 Combination on the market price of
securities of the Company and/or WTW, significant transaction and integration
costs or difficulties in connection with the Combination and/or unknown or
inestimable liabilities, potential litigation associated with the Combination,
the potential impact of the announcement or consummation of the 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 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 the Company'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
--------------------------------------------------------------------------------
© Edgar Online, source