Opposing the Willis Group and Towers Watson Merger

Driehaus Capital issued an open letter to Towers Watson & Company shareholders, speaking out against the deal to buy Willis Holdings. Jeff Ubben’s ValueAct Capital has been involved with Willis for years and has come in support of the deal.

Driehaus owns 697,000 shares of Towers Watson. They have a white paper providing detailed analysis of the proposed transaction and why it’s in the interests of Towers Watson shareholders to vote against the proposed Willis Holdings transaction.

Here are the highlights of the white paper:

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  • Standalone Towers Watson shareholders should see 39%-53% more value than the Willis Group deal.
  • Towers Watson shares have declined by 15% since the transaction was announced, reflecting the value-destructive nature of the combination
  • The offer was made at a 9% discount, representing a ‘take under;’ Towers Watson is the only US target this year not to receive a premium
  • The proposal ignores Towers Watson’s superior growth prospects and market valuation and implies a significant enterprise value premium for Willis Group despite Willis Holdings Group’s material operational challenges

Here’s the full white paper.