Towers Perrin/Watson Wyatt Announce Shareholder Approval Of Merger
December 18 2009 - 5:31PM
PR Newswire (US)
STAMFORD, Conn. and ARLINGTON, Va., Dec. 18 /PRNewswire-FirstCall/
-- Towers, Perrin, Forster & Crosby, Inc. and Watson Wyatt
Worldwide, Inc. (NYSE:WW) ( NASDAQ: WW) , both leading global
consulting firms, announced that at their respective special
meetings of shareholders, each held earlier today, their
shareholders adopted the merger agreement pursuant to which the
companies will combine their businesses. Approximately 97% of the
shares of Towers Perrin common stock issued and outstanding as of
November 2, 2009, the record date for Towers Perrin's special
meeting, were voted in favor of adoption of the merger agreement.
In addition, Watson Wyatt shareholders approved the combined
company's long term incentive plan. Approximately 99% of the shares
of Watson Wyatt Class A common stock present and entitled to be
cast on November 3, 2009, the record date for Watson Wyatt's
special meeting, were voted in favor of adopting the merger
agreement, and approximately 85% were voted in favor of the long
term incentive plan. "I am pleased that the shareholders of both
Towers Perrin and Watson Wyatt have approved the merger," said John
Haley, Watson Wyatt Chief Executive Officer, who will serve as
Chief Executive Officer of the combined company, Towers Watson
& Co. "We look forward to completing this transaction, which
will create a leading global professional services firm with an
enhanced portfolio of services across a range of financial, risk
and people management areas." "We are delighted to move forward and
finalize the merger and launch Towers Watson," said Mark Mactas,
Towers Perrin Chief Executive Officer, who will serve as Deputy
Chairman, President and Chief Operating Officer of the combined
company. "With our combined experience and deep talent, we are
well-positioned to help our clients meet their needs in the next
decade and beyond." The proposed transaction remains subject to
additional conditions contained in the merger agreement. Assuming
that all such conditions are satisfied, the Parties currently
anticipate that the merger will become effective on January 1,
2010. The proposed merger will result in a leading global
professional services firm with an enhanced portfolio of services
across a range of financial, risk and people management areas.
About Towers Perrin Towers Perrin is a global professional services
firm that helps organizations improve performance through effective
people, risk and financial management. The firm provides innovative
solutions in the areas of human capital strategy, program design
and management, and in the areas of risk and capital management,
insurance and reinsurance intermediary services, and actuarial
consulting. Towers Perrin has 6,300 employees located in 26
countries and is located on the Web at
http://www.towersperrin.com/. About Watson Wyatt Watson Wyatt
(NYSE:WWNASDAQ:WW) is the trusted business partner to the world's
leading organizations on people and financial issues. The firm's
global services include: managing the cost and effectiveness of
employee benefit programs; developing attraction, retention and
reward strategies; advising pension plan sponsors and other
institutions on optimal investment strategies; providing strategic
and financial advice to insurance and financial services companies;
and delivering related technology, outsourcing and data services.
Watson Wyatt has 7,500 associates in 33 countries and is located on
the Web at http://www.watsonwyatt.com/. Forward-Looking Statements
This document contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995.
You can identify these statements and other forward-looking
statements in this document by words such as "may", "will",
"would", "expect", "anticipate", "believe", "estimate", "plan",
"intend", "continue", or similar words, expressions or the negative
of such terms or other comparable terminology. These statements
include, but are not limited to, the anticipated timing of the
business combination transaction involving Towers Perrin and Watson
Wyatt, as well as other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations
of Towers Perrin's and Watson Wyatt's management and are subject to
significant risks and uncertainties. Actual results may differ from
those set forth in the forward-looking statements. The following
factors, among others, could cause actual results to differ from
those set forth in the forward-looking statements: the failure of
Towers Perrin and Watson Wyatt to satisfy or waive all closing
conditions to the transaction; the risk that the businesses will
not be integrated successfully; the risk that anticipated cost
savings and any other synergies from the transaction may not be
fully realized or may take longer to realize than expected; the
ability to recruit and retain qualified employees and to retain
client relationships; the combined company's ability to make
acquisitions, on which its growth depends, and its ability to
integrate or manage such acquired businesses; and the risk that a
significant or prolonged economic downturn could have a material
adverse effect on the combined company's business, financial
condition and results of operations. Additional risks and factors
are identified under "Risk Factors" in the joint proxy
statement/prospectus included in the amended registration statement
on Form S-4/A filed by Jupiter Saturn Holding Company on November
9, 2009 with the Commission and under "Risk Factors" in Watson
Wyatt's Annual Report on Form 10-K filed on August 14, 2009 with
the Commission. You should not rely upon forward-looking statements
as predictions of future events because these statements are based
on assumptions that may not come true and are speculative by their
nature. None of Jupiter Saturn Holding Company, Towers Perrin or
Watson Wyatt undertakes an obligation to update any of the
forward-looking information included in this document, whether as a
result of new information, future events, changed expectations or
otherwise. Where You Can Find Additional Information This press
release was issued December 18, 2009. Towers Perrin and Watson
Wyatt have formed a company, Jupiter Saturn Holding Company (the
"Holding Company"), which has filed a registration statement on
Form S-4 with the Securities and Exchange Commission (the
"Commission") that contains a joint proxy statement/prospectus and
other relevant documents concerning the proposed transaction. YOU
ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE
OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT TOWERS PERRIN, WATSON WYATT,
THE HOLDING COMPANY AND THE PROPOSED TRANSACTION. The joint proxy
statement/prospectus and the other documents filed with the
Commission may be obtained free of charge at the Commission's
website, http://www.sec.gov/. In addition, you may obtain free
copies of the joint proxy statement/prospectus and the other
documents filed by Towers Perrin, Watson Wyatt and the Holding
Company with the Commission by requesting them in writing from
Towers Perrin, One Stamford Plaza, 263 Tresser Boulevard, Stamford,
CT. 06901-3225, Attention: Marketing, or by telephone at
203-326-5400, or from Watson Wyatt, 901 N. Glebe Rd., Arlington,
VA. 22203, Attention: Investor Relations, or by telephone at
703-258-8000. Towers Perrin, Watson Wyatt, the Holding Company and
their respective directors and executive officers may be deemed
under the rules of the Commission to be participants in the
solicitation of proxies from the stockholders of Watson Wyatt. A
list of the names of those directors and executive officers and
descriptions of their interests in Towers Perrin, Watson Wyatt and
the Holding Company is contained in the joint proxy
statement/prospectus which has been filed by the Holding Company
with the Commission. Stockholders may obtain additional information
about the interests of the directors and executive officers in the
proposed transaction by reading the joint proxy
statement/prospectus. DATASOURCE: Watson Wyatt Worldwide CONTACT:
Towers Perrin Media: Joe Conway, +1-914-745-4175, ; Watson Wyatt
Media: David Popper, +1-703-258-7582, ; Investors: Mary Malone,
Watson Wyatt, +1-703-258-7841, Web Site:
http://www.watsonwyatt.com/
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