Willis Completes $2.1 Billion Acquisition of Hilb Rogal & Hobbs
October 01 2008 - 1:26PM
Business Wire
Willis Group Holdings Limited (NYSE: WSH), the global insurance
broker, said today it has completed its $2.1 billion acquisition of
Hilb Rogal & Hobbs Company (HRH), one of the world's largest
insurance and risk management intermediaries, in a move that
doubles Willis� revenues and geographic presence in North America,
and strengthens key practice areas. Willis announced a definitive
agreement to acquire HRH � the largest such transaction in the
insurance broking industry over the last decade � on June 8, 2008.
The addition of HRH expands Willis� local presence from 70 to 210
locations in North America, and strengthens the company�s position
in a number of important U.S. markets. Willis is now among the top
three brokers in 15 of the 20 largest U.S. markets, up from only
five of those markets previously. The acquisition also expands
Willis� middle-market and large-account presence, more than doubles
its North American revenues in Employee Benefits � an already
strong area of expertise that Willis has targeted for further
growth � and triples the company�s Personal Lines business. Real
estate, health care, environmental, construction, complex property
and executive risk are among the other key practice areas bolstered
by the acquisition. In addition, HRH�s successful business model
serving small and medium enterprises, when combined with Willis�
existing platform developed through its 2007 acquisition of
InsuranceNoodle�, will drive even more growth and profitability in
the Commercial segment, which represents upward of 75 percent of
the combined companies� total number of clients. �Our combination
with HRH transforms our North American operations into a larger,
stronger and more diverse business with greater growth potential
than ever before,� said Joe Plumeri, Chairman and CEO of Willis.
�We�re adding some of the best talent this industry has to offer,
expanding our local market presence, strengthening our position
with middle-market clients and growing significantly in key
practice areas that offer tremendous potential for the future.
We�ve already made great progress with our Shaping our Future
growth strategy and the addition of HRH will accelerate that
performance momentum for the benefit of our company and our
shareholders. �Not only is this a �win� for our shareholders and
Associates, this combination is great for our clients,� Plumeri
added. �Now with 210 locations across North America, we�ll
literally be closer than ever to where our clients do business,
while at the same time offering them a world of resources � from
industry and product specialists to a global marketing organization
that provides the best access to carriers � as part of a Willis
network that serves clients in 190 countries. This combination
truly represents the best of both worlds for our clients.� Outside
of North America, the combination strengthens Willis� position in
the London market. In particular, the addition of HRH�s Glencairn
business, which will operate under its existing name as part of the
newly formed Faber & Dumas entity, creates a new capability and
a new growth opportunity for the company as a third-party wholesale
broker. North American Retail Operation Renamed Willis HRH
Following the completion of the acquisition, the retail operation
of Willis North America will be known as Willis HRH. The unit,
which encompasses the retail operations of the combined companies
in North America, is led by an Office of the Chairman that includes
Don Bailey, Chairman and CEO; Mike Crowley, President, and Mell
Vaughan, Vice Chairman of Willis Group Holdings. Bailey was
formerly CEO of Willis North America, Crowley was previously
President and Chief Operating Officer of HRH, and Vaughan was
formerly Chairman and CEO of HRH. Other key leaders of Willis HRH
include Vic Krauze, Chief Operating Officer; Derek Smyth, Chief
Financial Officer; Joe Gunn, Chief Growth Officer, and Leslie
Nylund, Chief Marketing Officer. �This combination is a great
strategic fit, and it puts us in the perfect position to serve our
clients like never before with the best resources and professional
talent in the industry,� said Bailey. �These two businesses match
up so well from a geographic and business standpoint, but more
importantly, there�s a tremendous cultural fit. We share the same
values and passion for client service, we�re both committed to
offering an inspiring and rewarding work environment for our
Associates, and together, we�re determined to become the best
insurance brokerage in the world and the Employer of Choice for our
industry.� �We�ve made a great deal of progress over the last four
months, working together very closely on integration planning,�
added Crowley. �We expect the integration of these two businesses
will proceed very smoothly, and it will be a seamless transition
for our clients. The only thing our clients will notice is the
broader range of capabilities and talent we�ll bring to bear to
meet all of their business insurance and risk management needs.� As
the eighth-largest insurance broker in the U.S., HRH generated $800
million of revenues in 2007, with $57 million of that coming from
its international operations based in London. With the addition of
HRH, Willis� annual revenues expand from $2.6 billion in 2007 to
$3.4 billion on a pro forma basis. The combination also positively
rebalances Willis� overall business mix. North American revenues go
from 30 percent in 2007 to 45 percent of the company�s total on a
pro forma basis. Along business lines, the combination boosts
Employee Benefits from 10 percent of overall 2007 revenues to 13
percent on a pro forma basis, while Reinsurance goes from 15
percent of revenues in 2007 to 12 percent, pro forma, in the
combined company. Under the terms of the definitive agreement, HRH
shareholders were able to elect to receive either Willis common
stock or cash or a combination of both as consideration for each of
their shares of HRH common stock, subject to proration in order to
ensure that the cash and stock elections each represent
approximately 50 percent of the total consideration paid. In
addition, the cash consideration was subject to increase to an
amount above 50 percent of the total consideration (i) at Willis�
option, if the stock election represented less than 50 percent of
the total consideration or (ii) to ensure that the number of shares
issued by Willis did not exceed 19.9 percent of the total number of
Willis common shares outstanding at the effective time of the
transaction. Based on the preliminary HRH shareholder election
results, we believe the merger consideration will consist of
approximately 55 percent cash and 45 percent stock. Preliminary
results of the HRH shareholder election process indicate that the
cash option was selected in exchange for approximately 72.4 percent
of HRH shares. Those former HRH shareholders who made a valid cash
election will receive a portion of their consideration in Willis
common stock and the remainder in cash, depending on the final
results of the election which will be announced within
approximately five days. According to the same preliminary results,
26.5 percent of HRH shares elected to receive Willis common stock
and, consequently, Willis anticipates that those HRH shareholders
who made a valid election to receive shares of Willis common stock
will receive consideration in accordance with their election,
subject to proration depending on the final results of the
election. Shareholders who did not make a valid election or who
expressed no preference will either receive shares of Willis common
stock for their shares of HRH common stock or will receive a
portion of their consideration in cash and the remainder in Willis
stock, depending on the final results of the election. Based on the
average closing price of Willis common stock of $31.70 for the 10
business-day period ending September 29, 2008, HRH shareholders
will receive, for each share of HRH common stock, either $46.00 in
cash or 1.4510 shares of Willis common stock, depending on the
election made by that shareholder and the pro-ration procedures
described in the merger agreement. With the close of the
transaction, HRH shares (NYSE:HRH) will be delisted from the New
York Stock Exchange as of the close of trading today. Willis Group
Holdings Limited is a leading global insurance broker, developing
and delivering professional insurance, reinsurance, risk
management, financial and human resource consulting and actuarial
services to corporations, public entities and institutions around
the world. Willis has more than 400 offices in nearly 120
countries, with a global team of approximately 20,000�Associates
serving clients in some 190 countries. Additional information on
Willis may be found at www.willis.com. Forward-Looking Statements
This communication may contain forward-looking information
regarding Willis Group Holdings Limited and Hilb Rogal & Hobbs
Company and the combined company after the completion of the
transaction that are intended to be covered by the safe harbor for
�forward-looking statements� provided by the Private Securities
Litigation Reform Act of 1995. These statements include, but are
not limited to, the potential benefits of the business combination
transaction involving Willis and HRH, including future financial
and operating results, the combined company�s plans, objectives,
expectations and intentions and other statements that are not
historical facts. Such statements are based on current beliefs,
expectations, forecasts and assumptions of Willis�s and HRH�s
management that are subject to risks and uncertainties which could
cause actual outcomes and results to differ materially from these
statements. Other risks and uncertainties relating to the proposed
transaction include, but are not limited to, the uncertainty of the
expected financial performance of Willis following completion of
the proposed transaction, that Willis may not be able to achieve
the expected cost savings, synergies and other strategic benefits
as a result of the proposed transaction or may take longer to
achieve the cost savings, synergies and benefits than expected, the
integration of HRH with Willis�s operations may not be successful
or may be materially delayed or may be more costly or difficult
than expected, general industry and market conditions, general
domestic and international economic conditions and governmental
laws and regulations affecting domestic and foreign operations. For
more information regarding other related risks, see the section
entitled "Risk Factors" of Willis's Registration Statement (as
amended) on Form S-4/A filed August 21, 2008, and Item 1A of
Willis�s Annual Report on Form 10-K for the fiscal year ended
December 31, 2007, and Item 1A of HRH�s Annual Report on Form 10-K
for the fiscal year ended December 31, 2007, and similar sections
of each company�s quarterly report on Form 10-Q for the fiscal
quarter ended June 30, 2008. Copies of said 10-Ks and 10-Qs are
available online at http://www.sec.gov or on request from the
applicable company. You should not place undue reliance on
forward-looking statements, which speak only as of the date of this
communication. Except for any obligation to disclose material
information under the Federal securities laws, Willis and HRH
undertake no obligation to release publicly any revisions to any
forward-looking statements to reflect events or circumstances after
the date of this communication.
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