Aon Corporation and Hewitt Associates, Inc. announced today the preliminary results of the elections received from Hewitt stockholders regarding their preferences as to the form of merger consideration they will receive in connection with the proposed merger of Hewitt with a wholly owned subsidiary of Aon pursuant to the terms of the Agreement and Plan of Merger, dated as of July 11, 2010, between Aon, two wholly owned subsidiaries of Aon and Hewitt (the “Merger Agreement”).
As previously announced, the deadline for Hewitt stockholders to have delivered merger consideration elections in connection with the proposed merger was 5:00 p.m., New York time, on September 29, 2010. Of the 93,319,596 shares of Hewitt common stock outstanding as of September 29, 2010, holders of:
– 8,037,727 shares, or approximately 8.61% of outstanding shares, elected to receive cash;
– 43,792,816 shares, or approximately 46.93% of outstanding shares, elected to receive Aon common stock;
– 27,955,095 shares, or approximately 29.96% of outstanding shares, elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock; and
– 13,533,958 shares, or approximately 14.50% of outstanding shares, did not make a valid election or did not deliver a valid election form prior to the election deadline and, therefore, will be deemed to have elected to receive the mixed consideration consisting of $25.61 in cash and 0.6362 shares of Aon common stock.
The elections with respect to 359,103 of the foregoing shares electing to receive cash, 6,653,391 of the foregoing shares electing to receive Aon common stock, and 384,379 of the foregoing shares electing to receive mixed consideration of $25.61 in cash and 0.6362 shares of Aon common stock were made pursuant to the notice of guaranteed delivery procedure, which requires the delivery of Hewitt shares to Computershare Trust Company, N.A., the exchange agent for the merger, by 5:00 p.m., New York time, on October 1, 2010. If the exchange agent does not receive the required share certificates or book-entry transfer of shares by this guaranteed delivery deadline, the Hewitt shares subject to such election will be treated as shares that have made a mixed election.
After the final results of the election process are determined, the final allocation of the merger consideration will be computed pursuant to the terms of the Merger Agreement. Elections made by Hewitt stockholders to receive all cash or all Aon common stock consideration are subject to automatic proration and adjustment, as applicable, to ensure that the total amount of cash paid and the total number of shares of Aon common stock issued by Aon in the merger each represents approximately 50% of the aggregate merger consideration, as described in the Merger Agreement and in the definitive joint proxy statement/prospectus provided to Aon and Hewitt stockholders in connection with the special meetings of Aon stockholders and Hewitt stockholders held on September 20, 2010.
As previously announced, Aon and Hewitt currently anticipate completing the proposed merger transaction on or about October 1, 2010. The proposed merger transaction remains subject to the satisfaction of customary closing conditions.
Source : Aon Corporation Press Release
