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Willis Group Holdings P.L.C. has again encouraged shareholders to vote in favor of a proposed merger with Towers Watson & Co. amid criticism of the $18 billion deal.
Willis and Towers Watson shareholders are set to vote Nov. 18 on the proposed merger of near-equals, which was first announced in July.
In a statement Friday, Willis said its recommendation responds to criticism from proxy advisory firm Institutional Shareholder Services Inc., which recommended last week that Willis shareholders vote for the deal but Towers stockholders reject it.
Willis would “like to refute ISS' claim that, 'Willis may have more riding on the approval of this transaction than Towers,'” the London-based insurance brokerage said in its statement. “As we displayed this past quarter, we expect to continue to achieve strong growth coupled with significant margin improvement as a result of our operational improvement program. We remain highly confident in our stand-alone plan and believe we are positioned for several years of strong earnings growth.”
In the statement, Willis CEO Dominic Casserley said shareholders “should support this deal as it will drive value creation and accretion to earnings.”
Willis' reinforcement of its support for the deal followed Towers Watson's reiteration earlier this week that it also supports the combination as its stands as “being in the best interest of all shareholders.” That response followed a renewed call by Driehaus Capital Management L.L.C. that Towers Watson shareholders reject the deal that Driehaus termed “predatory.”
Under the proposed $18 billion merger, shareholders of London-based brokerage Willis would own about 50.1% of the combined company that is to be called Willis Towers Watson, while shareholders of New York-based risk management and human resources consultant Towers Watson would hold about 49.9%.
Driehaus Capital Management L.L.C., a leading Towers Watson & Co. shareholder, said Wednesday in a filing with the U.S. Securities and Exchange Commission that the merger agreement between Willis Group Holdings P.L.C. and Towers “destroys substantial shareholder value.”