Willis Towers Watson Public Limited Company · NASDAQ:WTW
Willis Towers Watson Public — Willis Group Holdings — Merger or Acquisition (November 2009)
18 slides from Willis Towers Watson Public's merger presentation, Nov 19, 2009
Slide 1: Gras Savoye Transaction
Willis Group Holdings November 19, 2009 Gras Savoye Transaction
Slide 2: Gras Savoye transaction agenda
Gras Savoye transaction Transaction overview Overview of Gras Savoye Financial information Overview of Astorg Summary Appendix
Slide 3: Transaction overview
Transaction overview Wills Fs
Slide 4: Transaction rationale
Transaction rationale The recapitalization of Gras Savoye is strategically and financially compelling New structure presents opportunity for Gras Savoye to accelerate implementation of a strategic plan helped by a local French partner, Astorg Existing put option cancelled Values Willis existing shar
Slide 5: Terms of transaction for Willis
Terms of transaction for Willis TRANSACTION n Willis will reduce current 46.2% outstanding shares to 31.8%; reinvestment in new holding company through a combination of equity, convertible debt and financing from Willis and families ("seller financing"); cash out of $160m Willis will get $343m from
Slide 6: Overview of Gras Savoye
Overview of Gras Savoye ills
Slide 7: Overview of Gras Savoye
COMPANY DESCRIPTION Largest provider of insurance brokerage in France with a multi-specialist and integrated positioning Operates 5 key divisions: Large Corporations (22% of 2008 sales) SME / Regional (31%) Affinity groups/private individuals (12%) Specialized subsidiaries (10%) - specific insurance
Slide 8: Status of Gras Savoye before transaction
Status of Gras Savoye before transaction Willis Families Willis call option at December 2009 is only up to 50.1% The other shareholders, with three months notice, can put all of their shares to Willis any time between now and 2011 The put option would cost approximately $384m; an immediate cash outf
Slide 9: Transaction overview
Transaction overview Wills Fs
Slide 10: Transaction illustration
Transaction illustration Creation of a new holding company (NEWCO) that will buy shares from existing Gras Savoye shareholders Contribution to be made in equity and convertible debt by Families, Willis and Private equity fund Astorg Partners: Existing shareholders (Willis and Families) release cash
Slide 11: Sources & uses and capitalization
Sources & uses and capitalization SOURCES AND USES CASH INFLOW * Note the seller financing will pay 6% per annum interest to Willis Group. * Willis expects to realize $160m of tax free proceeds Note : Euro amounts converted on the basis of an exchange rate of $1 = € 0.671
Slide 12: Pricing of 2015 call option
Pricing of 2015 call option The negotiated call is a good value with far greater financial flexibility The price is predicated upon a weighting of revenue and EBITDA at prevailing market multiple levels at the time of the transaction Assuming a reasonable business plan, we expect prospective multipl
Slide 13: Overview of Astorg
Overview of Astorg Partners Willis |
Slide 14: Overview of Astorg Partners
French midsize buyout Fund, independent since 1998, after a spin off from industrial group Suez Over €1bn of funds under management Invests across all industries, with a focus on professional services and healthcare Since 1998, 60% of funds deployed in the transmission of family owned companies Rank
Slide 15: Summary
Summary Preserves Willis' long-term strategic partnership with Gras Savoye Provides Willis with more favorable governance terms and more influence as a shareholder than under the present corporate structure Gives Willis the right to acquire 100% control in 2015 $160m debt reduction enhances financia
Slide 16: Appendix
Appendix
Slide 17: Important disclosures regarding forward-looking statements
Important disclosures regarding forward-looking statements This communication may contain forward-looking information regarding Willis Group Holdings Limited, Gras Savoye and Astorg and the combined company after the completion of the transaction that are intended to be covered by the safe harbor fo
Slide 18: Willis Group Holdings
Willis Group Holdings
Willis Group Holdings — Merger or Acquisition (November 2009) on 6ix