Aon plc (NYSE:AON) reached an agreement to acquire Willis Towers Watson Public Limited Company (NasdaqGS:WLTW) for approximately $30 billion on March 9, 2020. Under the terms of the agreement, each shareholder of Willis will receive 1.08 Aon shares for each Willis share held. Each unexercised option, restricted stock unit, performance stock unit, phantom stock unit or other equity award of Willis that is outstanding immediately prior to the closing will be converted into a corresponding award relating to Aon shares. Upon completion of the combination, existing Aon shareholders will own approximately 63% and existing Willis shareholders will own approximately 37% of the combined company on a fully diluted basis. The combined company will be named Aon. Post-acquisition, Willis shares will be delisted from the Nasdaq Stock Market. In case of termination, if caused by either Aon or Willis, then the opponent will receive a termination fee of $1 billion.

John Haley will take on the role of Executive Chairman, while Greg Case will be appointed as Chief Executive Officer and Christa Davies will be appointed as Chief Financial officer in forming the new Aon Executive Committee. The Board of Directors will comprise proportional members from Aon and Willis's current Directors such that four Board members of Willis will be appointed to Aon's Board. Lester B. Knight will continue as Chair of Aon's Board. The Chief Executive Officer of Willis will become Executive Chairman of Aon. As of October 30, 2020, the Aon Board will comprise of twelve members including the Chief Executive Officer of Aon and a new Director to be mutually agreed by Aon and Willis Towers provided that if the specific mutually agreed director becomes unable to serve or resigns prior to the effective time or otherwise is not part of the Aon Board at the effective time, the Aon Board of Directors shall be comprised of eleven members, including the Aon Chief Executive Officer. Aon will maintain operating headquarters in London, United Kingdom.

The deal is subject to customary closing conditions including approval of Aon's shareholders and approval of at least 75% shareholders of Willis, regulatory and antitrust approvals including European Commission approval, any applicable waiting period under the HSR act shall have been expired or been terminated, sanctioning of the transaction by the Irish High Court and listing of the shares to be issued as consideration on NYSE. The Boards of Aon and Willis unanimously approved the transaction. The Boards of Aon and Willis intends to recommend shareholders to vote in favor of transaction. Willis' directors have given irrevocable undertaking to vote in favor of transaction. As of July 30, 2020, Aon, and WTW received written notice from the Committee on Foreign Investment in the United States (“CFIUS”) that CFIUS had concluded its review under Section 721 of the U.S. Defense Production Act.

CFIUS advised that action under Section 721 of the DPA has concluded with respect to such transaction. The foregoing satisfies the closing condition regarding CFIUS in the Business Combination Agreement. A special meeting of both Aon and Willis Towers scheduled to be held on August 26, 2020. As on August 26, 2020, transaction is approved by the shareholder of both Aon Plc and Willis Towers Watson Public Limited Company.

As of October 18, 2020, Aon Plc has applied for Commerce Commission of New Zealand to get clearance for the transaction. As on December 15, 2020, The European Union's antitrust regulators are to open a full-scale investigation into Aon PLC's $30 billion bid for Willis Towers Watson PLC. A full probe by the European Commission, would follow a preliminary review due to end on Dec. 21, 2020. As on December 21, 2020, European Commission (EC) has initiated a Phase II review in connection with the merger. On February 9, 2021, EU antitrust regulators have suspended their investigation for Willis Towers Watson while they wait for the U.S. insurance broker to provide data required for the case. Once the missing information is supplied by the parties, the clock is re-started and the deadline for the Commission's decision is then adjusted accordingly. The previous deadline for the EU decision on the deal was May 10. The EU investigation was launched after Aon declined to provide concessions during the Commission's preliminary review. As of February 18, 2021, The Australian Competition and Consumer Commission (ACCC) outlined initial concerns over transaction and have given May 27, as the indicative deadline for announcing its final ruling on the transaction. As on April 12, 2021, Aon has offered concessions to gain EU antitrust approval which set a July 12, 2021 as deadline for its decision. As on April 14, 2021, European Union antitrust regulators have extended until July 27, 2021. As of April 26, 2021, The Australian Competition & Consumer Commission will not be able to come up with its decision by May 27 as originally planned. As of May 4, 2021, European Union extended the deadline for its investigation into the merger to August 3, 2021. As of May 25, 2021, The New Zealand Commerce Commission has postponed to July 2, 2021, a final decision on whether it will approve the pending transaction. As of June 21, 2021, the US Department of Justice's antitrust division is calling for a legal halt to the merger. Closing is subject to customary regulatory and other closing conditions. The deal is expected to be completed in the first half of 2021. The transaction is expected to be accretive to Aon adjusted EPS in the first full year of combination, with peak adjusted EPS accretion in the high teens after full realization of $800 million of pre-tax synergies.

Robert Murley of Credit Suisse Securities (USA) LLC acted as financial advisor and fairness opinion provider, Daniel Rees, Charles K. Ruck, Marc Williamson, Michael Egge, Lars Kjølbye, Héctor Armengod, Jeffrey Tochner, Christopher Lueking, Benjamin Stern, Manasi Bhattacharyya, Nicholas DeNovio, Sean Finn, Laurence Stein, Bradd Williamson, Julie Crisp, Noah Weiss, Cindy Caillavet, Les Carnegie, Annie Froehlich, Rachel Alpert, James Brandt, Kevin McDonough, Alan Devlin and Bradley C. Faris of Latham Watkins LLP, Darren Zeidel, Julian Long, Martin McElwee, Andrew Murphy and James Smethurst of Freshfields Bruckhaus Deringer LLP and Cian McCourt, Brian O'Gorman, Fintan Clancy, Ailish Finnerty and Stephen Hegarty of Arthur Cox & Co. acted as legal advisors to Aon.

Michael Carr, Victor Lopez-Balboa, Ben Wallace and Todd Byers of Goldman Sachs & Co. LLC acted as financial advisor and fairness opinion provider to Willis Towers and will receive a $70 million fee, all of which is contingent upon consummation of the transaction. Michael J. Aiello, Matthew J. Gilroy, Joseph M. Pari, David Avery-Gee, Joe Pari, Devon Bodoh, Jenny Doak, Paul Wessel, Amy Rubin, Daniel Dokos, Vynessa Nemunaitis, Corey Chivers, Karen Ballack, Jeffrey Perry, Megan Granger, Caroline Geiger and Amanda Fenster of Weil, Gotshal & Manges LLP; Joseph A. Coco, Todd E. Freed, and Blair Thetford of Skadden, Arps, Slate, Meagher & Flom LLP and David Fitzgibbon, David Jones and Tim Scanlon of Matheson acted as legal advisors to Willis. Morgan Stanley & Co. International plc acted as financial advisor to Aon. Gavin Davies and Kim Dietzel of Herbert Smith Freehills LLP acted as legal advisor to Willis Towers Watson Public Limited Company. Georgeson LLC acted as information agent to Aon and will receive a fee of $25,000 for its services. Innisfree M&A Inc. acted as information agent to Willis Towers and will receive a fee of up to $75,000 for its services. Aon agreed to pay Credit Suisse a fee of $35 million, $5 million of which became payable upon the rendering the opinion and the balance of which will become payable upon the closing of the transaction. Susan Hutton of Stikeman Elliott LLP acted as legal advisor to Willis Towers.

Aon plc (NYSE:AON) cancelled the acquisition of Willis Towers Watson Public Limited Company (NasdaqGS:WLTW) on July 26, 2021. Aon and Willis Towers Watson Public Limited Company entered into termination agreement on July 26, 2021. Pursuant to the Termination Agreement, the Business Combination Agreement was terminated, and Aon agreed to pay to Willis $1 billion in termination fees. US Department of Justice had raised concerns that the transaction would eliminate competition in several different US product markets, even going so far as to file a civil suit in June to block the merger. Despite regulatory momentum around the world, including the recent approval of merger by the European Commission, parties reached an impasse with the US Department of Justice. Inability to secure an expedited resolution of the litigation from US Department of Justice has led the transaction to the termination point.