Aon Corporation and Hewitt Associates, Inc. announced today that they currently anticipate completing their proposed merger transaction pursuant to the previously announced Agreement and Plan of Merger, dated as of July 11, 2010, between Aon, two wholly owned subsidiaries of Aon, and Hewitt (the “Merger Agreement”) on or about October 1, 2010. The proposed merger transaction remains subject to the satisfaction of customary closing conditions, including the receipt of certain regulatory approvals.
In connection with the anticipated completion of the proposed merger transaction, the election deadline for Hewitt stockholders to elect the form of merger consideration they will receive in the merger transaction has been set as 5:00 p.m., New York City time, on September 29, 2010 (the “Election Deadline”). In accordance with the Merger Agreement, all Hewitt stockholders who have not previously made their cash, stock or mixed consideration elections must submit their election forms, together with the certificate(s) representing their shares, confirmation of book-entry transfer of such shares, or properly completed Notice of Guaranteed Delivery, so that they are received by Computershare Trust Company, N.A., the exchange agent, at its designated office, by the Election Deadline. Hewitt stockholders holding shares through a brokerage account or other nominee arrangement may have an earlier election deadline than the Election Deadline and will need to follow any procedures required by their broker or nominee, who will make an election on their behalf if they follow the broker’s or nominee’s instructions. Hewitt stockholders are encouraged to consult with their broker or nominee as soon as possible regarding these procedures.
Holders of Hewitt common stock whose election forms are not received in proper form by the exchange agent by the Election Deadline will be deemed to have made a mixed election, entitling them to receive merger consideration consisting of (i) 0.6362 of a share of Aon common stock and (ii) $25.61 in cash per share of Hewitt common stock. Elections made by Hewitt stockholders to receive all cash or all stock consideration will be 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 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.
Beginning on or about August 19, 2010, the required election forms and accompanying instructions were mailed to Hewitt stockholders of record as of August 16, 2010. Hewitt stockholders, including those that acquired their shares after August 16, 2010, may request copies of these election documents and direct any questions regarding the election materials or the Election Deadline to Innisfree M&A Incorporated, the information agent for the transaction, at (877) 456-3463 (toll-free) or (212) 750-5833 (collect). Hewitt stockholders holding shares through a brokerage account or other nominee arrangement should contact their broker or nominee to obtain additional copies of the election documents.
Source : Aon Press Release
