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Despite substantial shareholder criticism of the deal, Towers Watson & Co. and Willis Group Holdings P.L.C. shareholders on Friday approved their merger in an $18 billion deal.
“Shareholders of each company approved the proposals necessary to complete the merger-of-equals transaction,” Willis said in a statement on preliminary results of shareholders' votes.
“With the support of our shareholders, we are now focused on completing the transaction, successfully integrating the businesses and realizing the combination's full value-creation potential,” Willis CEO Dominic Casserley said in the statement.
“We are confident that combining Towers Watson and Willis will accelerate both companies' long-term strategies and create substantial incremental value for shareholders,” Towers Watson Chairman and CEO John Haley said in the statement.
In a filing with the U.S. Securities and Exchange Commission, Towers Watson said its shareholders approved the deal by a roughly 3-1 margin.
Friday's votes on the deal, which Willis and Towers Watson said is expected to close “early in the new year,” overcame opposition on several shareholder fronts.
Proxy advisory firm Glass Lewis & Co. L.L.C. said in a Dec. 1 report that the deal was is “not structured in a manner which is fair or appropriately attractive for Towers Watson shareholders” and that they should reject the proposed $18 billion deal announced in June.
Some analysts also questioned whether the terms were fair to Towers Watson shareholders.
On Nov. 19, Towers Watson said it would raise the one-time cash dividend to $10 per share from the original $4.87 per share.
That apparently was enough to convince a majority of shareholders to approve the deal, in which the combined company will be renamed Willis Towers Watson P.L.C. once complete and its shares will trade on the Nasdaq Stock Market.
In a recent SEC filing, the combination of the companies results in pro forma revenue of $5.56 billion and net income of $572.0 million for the nine-month period that ended in September.
Pro forma revenue for 2014 was $7.30 billion with net income of $398.0 million, according to the SEC filing.
Whether a bigger one-time dividend is enough to convince Towers Watson & Co. shareholders to vote in favor of merging with Willis Group Holdings P.L.C. remains to be seen, but some already are saying it's not enough.