Willis Towers Watson

Willis Towers Watson plc, branded as WTW and stylised in its logo as wtw, is a British-American multinational company that provides commercial insurance brokerage services, strategic risk management services (such as contingency planning, security audits, and product tampering plans), employee benefits and compensation management, and actuarial analysis and investment management for pension plans and financial endowments. Insurance brokerage and risk management services account for 40% of the company's revenues, while employee benefit and wealth-related services account for 60% of revenues. The company operates in more than 140 countries. Customers include 95% of FTSE 100 companies, 89% of Fortune 1000 companies, and 91% of Fortune Global 500 companies. The company is the largest administrator among the 200 largest pension plans in the U.K. and one of the largest in Germany. The company is domiciled in Ireland, with its principal executive offices at the Willis Building in London.

History

In 2016, London-based Willis Group merged with Arlington-based Towers Watson in a merger of equals and was renamed Willis Towers Watson. The merger was completed after a dividend payment to Towers Watson shareholders was increased after shareholders, including Driehaus Capital Management, opposed the initial proposal and the first shareholder vote for merger approval failed.

In May 2017, the company sold its Global Wealth Solutions business to the management of Charles Monat Associates.

In July 2019, the company acquired TRANZACT, a direct-to-consumer health care insurance marketplace specializing in Medicare Advantage plans, for $1.3 billion. In 2024, after suffering losses in the division, the company sold TRANZACT to GTCR for $632.4 million.

On 9 March 2020, Aon announced its planned acquisition of Willis Towers Watson for nearly $30 billion in an all-stock deal that would have created the world’s largest insurance broker. The transaction was terminated on 26 July 2021 after the United States Department of Justice sued to block the transaction, alleging it would reduce competition and could lead to higher prices. Aon paid a $1 billion termination fee as a result.

In November 2020, the company acquired Acclimatise, a provider of climate change adaptation advisory and analytics services.

In February 2021, the company acquired Jobable, a human resources software firm.

In October 2021, the company sold its brokerage business in Northern Ireland to Global Risk Partners.

In November 2021, the company acquired the remaining 51% stake in WTW India. It also acquired Leaderim, an Israeli brokerage.

In December 2021, the company sold its reinsurance business to Arthur J. Gallagher & Co. for $3.25 billion. It also acquired Aerosure, an aviation insurance specialist focused on the Australia, New Zealand, and the Pacific Island region.

In January 2022, Carl Hess succeeded John Haley as CEO and the company rebranded as WTW.

In July 2022, the company acquired Butterwire, a fintech provider of data analytics, artificial intelligence, and machine learning platforms.

In December 2023, the company acquired AIMUW, a managing general agent in Italy.

Legal issues

In June 2015, in negotiating the acquisition of Towers Watson by Willis Group, Towers Watson first accepted an offer from Willis Group valued at $125.13 per share, or 9.3% lower than the trading price of Towers Watson stock at the time of the announcement. The deal also gave Willis Group shareholders more control of the combined company despite Willis having a lower market capitalization than Towers Watson. Towers Watson shareholder Driehaus Capital Management urged other shareholders to vote against the proposed merger, calculating that Towers Watson was worth between 39% and 53% more as a standalone company. Towers Watson CEO John Haley was accused of having a conflict of interest since he was to receive $165 million from the completion of the deal. Haley had disposed of 55% of his shares in the company for a $10 million profit in early March 2015 while the merger negotiations were ongoing and before the stock price dropped on the news of the acquisition.

In a shareholder vote on 18 November 2015, Towers Watson failed to get enough investor support for the proposed merger, with only 40% of shareholders voting in favor. Willis Group then increased the special cash dividend to be paid to Towers Watson shareholders to US$10 per share, increasing the total value of the offer to $130.26 per share, which was still lower than the trading price of Towers Watson shares at the time of the announcement. This revised offer was approved by Towers Watson shareholders on 11 December 2015.

A class action lawsuit was filed by shareholders led by the Regents of the University of California and represented by the law firm of Bernstein Litowitz Berger & Grossmann against Towers Watson, former Towers Watson CEO John Haley, former Willis CEO Dominic Casserley, and ValueAct Capital, which owned 10% of Willis Group and was led by Jeffrey W. Ubben who was a member of the board of directors of Willis and was involved in making the offer. The lawsuit was settled for $75 million plus $15 million to resolve a separate legal proceeding from the Delaware Court of Chancery. The defendants tried to collect $54 million from their directors and officers coverage, but were rejected by the courts as the policy had an exclusion for claims that would "bump-up" the price of an acquisition.

Notable office locations

* Willis Building - London headquarters, occupied in May 2008.

* Willis Building in Ipswich, England - one of the earliest buildings designed by Norman Foster after establishing Foster Associates. Constructed between 1970 and 1975, it is one of the youngest buildings to be given Grade I listed building status in Britain.

* Willis Tower - 110-story building in Chicago. Willis secured the naming rights effective July 2009 as part of its agreement to lease of space in the tower. It is the tallest building in the U.S. and was the tallest building in the world from 1974 until 1998, when it was surpassed by the Petronas Towers in Kuala Lumpur, Malaysia.

References

External links

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British companies established in 2016
Companies formerly listed on the New York Stock Exchange
Companies listed on the Nasdaq
Financial services companies based in the City of London
Financial services companies established in 2016
Risk management companies
Tax inversions