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Willis accord delays full purchase of Gras Savoye until 2016

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Willis Group Holdings P.L.C said Tuesday the exercise date of its call option to acquire full ownership of Paris-based insurance brokerage Gras Savoye & Cie will be extended to 2016 from 2015.

Willis currently owns approximately 30% of Gras Savoye, alongside the Paris-based private equity firm Astorg Partners as well as the original family shareholders. According to the amended shareholders' agreement signed April 15, Willis will have until June 2016 to exercise its option to assume full control of the company.

In a statement Tuesday, Willis President and CEO Dominic Casserley said the extension would give Gras Savoye more time to complete its operational review and restructuring, as well as give both companies more time to plan for Willis' possible full acquisition in 2016.

“Gras Savoye presents an excellent growth opportunity for Willis,” Mr. Casserley said in the statement. “This amendment provides Gras Savoye with a longer horizon to execute their restructuring and gives Willis the ability to observe and be sure of their performance and more time to plan to take advantage of the potential of an expanded presence.”

Under the amended agreement, Willis will be required to notify Gras Savoye's other shareholders of its intent to exercise the call option by May 2015.

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Willis made its initial investment in Gras Savoye in 1997 and owned as much as 49% of the company. In 2009, Willis entered into an agreement with the company’s family shareholders and Astorg Partners in which each entity assumed nearly 32% ownership.

Under that agreement, Willis received $160 million for approximately 14% of its stake in Gras Savoye — a net gain of $4 million — and would retain the option to assume full control by 2015, with notification due by April 30 of next year.

Willis’ ownership in Gras Savoye was reduced in 2011 to 30% from 31.8%.

In 2012, Willis reported a net loss of $7 million in interest on the earnings of its associate companies, driven primarily by reduced profits at Gras Savoye, according to the company’s most recent earnings statement. A year earlier, Willis’ associates line reported $11 million in losses, also largely on the back of Gras Savoye’s underwhelming performance.

“For 2013, we expect that the associates line will continue to lag as Gras Savoye completes its operational review,” Michael Neborak, Willis’ chief financial officer principal accounting officer, said during a Feb. 13 earnings call with investment analysts. “As such, we expect the associates line to decline $6 million to $8 million in 2013 compared to 2012 with a normal predominance of income recorded in the first quarter, and then net losses throughout the remainder of the year.”