Willis Group Holdings Public Limited Company (NYSE:WSH) signed a definitive merger agreement to acquire Towers Watson & Co. (NasdaqGS:TW) in merger of equals transaction for $8.4 billion in stock on June 29, 2015. Pursuant to the terms of the merger, Towers Watson shareholders will receive 2.6490 Willis shares for each Towers Watson share. Towers Watson option holders will receive 2.6490 Willis options for each Towers Watson outstanding option amounting to $29.1 million. Towers Watson shareholders will also receive a one-time cash dividend of $4.87 per Towers Watson share pre-closing. Subject to Willis shareholder approval, Willis expects to implement a 2.6490 for one reverse stock split, so that each one Willis share will be converted into 0.3775 Willis Towers Watson shares. If the reverse stock split is approved, Towers Watson shareholders will receive one share of Willis Towers Watson for each Towers Watson share. Upon completion of the merger, Willis shareholders will own approximately 50.1% and Towers Watson shareholders will own approximately 49.9% of the combined company on a fully diluted basis. The combined company will be named Willis Towers Watson. Towers Watson must pay a termination fee of $255 million in case the transaction is terminated. Willis must pay a termination fee of $255 million or out-of-pocket fees and expenses up to $45 million in reciprocal circumstances. Towers Watson must pay a termination fee of $60 million in case the transaction is terminated.

Willis shareholder ValueAct Capital entered into an agreement to vote its shares in favor of the transaction. Upon closing of the transaction, James McCann will become Chairman, John Haley will be Chief Executive Officer, Dominic Casserley will be President and Deputy Chief Executive Officer and Roger Millay will be Chief Financial Officer. The new company's Board will consist of 12 Directors – six nominated by Willis and six by Towers Watson, including Towers Watson's and Willis' current Chief Executive Officers. Dominic Casserley and Gene Wickes from Towers Watson have been chosen to oversee the Integration Team. After closing, the combined company will maintain its domicile in Ireland.

The transaction is subject to customary closing conditions, including regulatory approvals, effectiveness of the registration statement, expiration of the waiting period under the HSR Antitrust Improvements Act of 1976, Willis ordinary shares to be issued in the merger being approved for listing on the New York Stock Exchange and/or the NASDAQ and approval by both Willis and Towers Watson shareholders. The transaction has been unanimously approved by the Board of Directors of Willis and Towers Watson. The merger is not conditioned on Willis shareholder approval of the reverse stock split. As of August 24, 2015, Towers Watson shareholders have filed several class action suits against the planned merger with Willis. On September 14, 2015, Driehaus Capital Management LLC, which holds 1% of Towers Watson issued a letter to Towers Watson shareholders voting against the transaction. The transaction is expected to close by December 31, 2015. As of November 6, 2015, proxy advisors Institutional Shareholder Services and Glass, Lewis & Co. both recommended shareholders of Towers vote against the merger. As on November 6, 2015, The Towers Watson Board of Directors continues to recommend that shareholders vote for the proposed transaction at the upcoming special meeting to be held on November 18, 2015. As of November 6, 2015, transaction was approved by antitrust authority. As of November 10, 2015, proxy advisors Proxy Mosaic, LLC and Egan-Jones Ratings Company both recommended that Towers Watson stockholders vote for the proposed merger of equals with Willis Group Holdings. The shareholders will vote for the deal on December 11, 2015. As of November 13, 2015, Willis Group Holdings urged its shareholders and those of Towers Watson, to vote for the proposed merger of equals between the two firms. As on November 18, 2015, Towers Watson & Co. postponed its special meeting scheduled for Wednesday to enable more time to marshal votes in support of the company's proposed merger with Willis Group Holdings. As on November 19, 2015, under the terms of the amended agreement, the one-time cash dividend to be paid to Towers Watson stockholders will be increased to $10.00 per Towers Watson share. As of November 23, 2015, in order to allow stockholders additional time to evaluate the amended merger agreement, special meeting of stockholders was adjourned until December 11, 2015. As on December 11, 2015, the deal was approved by Willis Group's and Towers Watson's shareholders. The deal will close very early in the New Year.

Michael Aiello, Matthew Gilroy, Jamie Lurie, Megan Pendleton, Dening Kong, Kelly Diep, Jared Rusman, Mark Dundon , Paul Wessel and Paula Han of Weil Gotshal & Manges acted as the legal advisor to Willis. Gotshal & Manges LLP and Tim Scanlon, George Brady, John Ryan and Shane Hogan of Matheson Ormsby Prentice acted as legal advisors and Titus Leung, Riccardo Benedetti and Andy Tam of Perella Weinberg Partners, LP acted as financial advisor for Willis and charged an advisor fee of $28 million. Stephen I. Glover, Alisa Babitz, Evan D'Amico, Alexander Orr, Charlie Geffen, Nigel Stacey, James Barabas, Tamas Lorinczy, Art Pasternak, Jeffrey Trinklein, Daniel Zygielbaum, Kathryn Kelly, Michael Collins, Adam Di Vincenzo, Ali Nikpay, Ella Sependa, Markus Nauheim and Eduardo Gallardo of Gibson, Dunn & Crutcher, John Leopold, Kevin Custodio, Stuart Carruthers, Jeff Brown and Paul Beaudry of Stikeman Elliott LLP acted as legal advisors and Kevin Brunner, Gabriel Petcu, Ed Fitzgerald, Joseph Greeves and Todd Kaplan of BofA Merrill Lynch acted as financial advisor for Towers Watson and charged an advisor fee of $25 million. Miles Russell and Stephen Cohen from Teneo Strategy acted as PR advisors for Willis. Michael Henson, Conrad Harrington, Bryan Locke and Jenny Gore from Sard Verbinnen & Co acted as PR advisors for Towers Watson. Cian McCourt of A&L Goodbody along with Kirkland Hicks acted as legal advisor to Towers Watson. Gregory V. Gooding and Usman Arain of Debevoise & Plimpton, LLP acted as legal advisor to Perella Weinberg Partners. Ernst & Young LLP acted as accountant to Willis Group. Morrow & Co. acted as proxy solicitor to Willis Group and charged an advisor fee of $0.02 million. MacKenzie Partners, Inc. acted as proxy solicitor to Towers Watson and charged an advisor fee of $0.08 million. McKinsey & Company acted as consultant to Willis Group. The Boston Consulting Group acted as consultant to Towers Watson. Joachim Grote and Sabine Harazim of Bach Langheid acted as legal advisor for Willis Group and Towers Watson.

Willis Group Holdings Public Limited Company (NYSE:WSH) completed the acquisition of Towers Watson & Co. (NasdaqGS:TW) in merger of equals transaction on January 4, 2016. Victor F. Ganzi, Leslie S. Heisz, Brendan R. O'Neill, Linda D. Rabbitt, Gilbert T. Ray, Paul Thomas and Wilhelm Zeller resigned as Directors of Towers Watson (which has become a wholly-owned subsidiary of Willis) effective as of January 4, 2016.