Two shareholders have been arraigned in United States District Court in New York against Willis Towers Watson PLC and its board members and members, stating "incomplete and misleading" financial information has been provided about Aon PLC's proposed plan to buy the company.  The lawsuits require that a shareholder vote on the transaction until the situation has been rectified.
In March, Aon said it would buy Willis Towers Watson for nearly $ 30 billion in a stock exchange that would create the world's largest insurance broker. The deal is expected to close in the first half of next year, pending shareholder approval.
Shiva Stein v. Willis Towers Watson Public Limited Company et al. filed May 1
The lawsuits are similar, with both who accused Willis Towers Watson of violating federal securities laws by providing incomplete and misleading information in his preliminary proxy statement.
The Carter lawsuit states, for example, "While it states the fairness of the Merger to the Company's shareholders in the Power of Attorney, Defendants have failed to disclose certain essential information necessary for the shareholders to assess the fairness of the proposed transaction and thereby The complaint points to specific financial forecasts and the summary of certain valuation analyzes conducted by Willis T supports Watson's financial adviser, Goldman Sachs & Co. LLC, to: support its opinion that the merger was fair to shareholders.
It states that the non-GAAP financial statements (generally accepted accounting principles) used "do not provide Willis Towers" shareholders with a substantial full understanding of the assumptions and key factors required It was established in the development of the financial forecasts, which assumptions, factors and other initiatives that the Board reviewed. "
The valuation method states:" The opacity of the company's internal forecasting makes the valuation analyzes … substantially incomplete and misleading, especially when companies formulate non-GAAP measurements in different ways. "
" It is imperative that the material information that has been omitted from the agent be disclosed prior to the forthcoming vote to allow the company shareholders to make an informed decision regarding the proposed transaction, "the complaint states. [1 9659002] The lawsuit seeks to stop a shareholder voting on the transaction until the information it seeks has been disclosed.
A spokesman for Willis Towers Watson had no comment on the lawsuits, while an Aon spokesman could not be reached for comment.
Regulatory applications show that the transaction will have been more than two years during implementation if it is completed as planned next year. Aon's and Willis Towers Watson's stock prices have fallen amid market turmoil since the deal was announced, but on Aon's first-quarter earnings call earlier this month, Aon CEO Greg Case said the proposed stock trading would not be affected by the changes.