8-KMaterial AgreementsRegulation FDOther Events+1

Aon plc 8-K Report, Material Agreement (Aug 22, 2008)

Filed August 22, 2008For Securities:AON

Summary

Aon Corporation has filed an 8-K report on August 22, 2008, to announce a definitive agreement to acquire Benfield Group Limited, an independent insurance intermediary. The acquisition will be structured as an amalgamation under Bermuda law, with Aon acquiring all of Benfield's share capital for an aggregate cash purchase price of £844 million, or £3.50 per Benfield share. This transaction represents a significant strategic move for Aon, aimed at expanding its operations in the insurance intermediary sector. The agreement is subject to customary closing conditions, including regulatory approvals in various jurisdictions and the approval of Benfield shareholders. While the deal is proceeding, Aon has indicated that its existing share repurchase program, which had an authorization of $4.6 billion, will be discontinued until at least the first quarter of 2009. This suggests a strategic reallocation of capital towards the Benfield acquisition and potentially a more conservative financial stance in the near term, which investors should monitor. The filing also includes associated documents like the Announcement, Implementation Agreement, an investor presentation, and a joint press release, providing further details on the transaction terms and strategic rationale.

Key Highlights

  • 1Aon Corporation enters into a definitive agreement to acquire Benfield Group Limited for £844 million in cash.
  • 2The acquisition is structured as an amalgamation under Bermuda law through a newly formed, wholly-owned subsidiary.
  • 3The purchase price is £3.50 per Benfield share.
  • 4The deal is subject to regulatory approvals (including US, UK, Bermuda) and Benfield shareholder approval (75% required).
  • 5Aon has received irrevocable undertakings from certain Benfield directors to approve the acquisition.
  • 6Aon's existing $4.6 billion share repurchase program will be discontinued until at least Q1 2009 due to the acquisition.
  • 7The filing includes the Announcement, Implementation Agreement, investor presentation, and press release detailing the transaction.

Frequently Asked Questions

The main purpose of this 8-K filing is to officially announce Aon Corporation's definitive agreement to acquire Benfield Group Limited, an independent insurance intermediary, for a cash consideration of £844 million.

Aon has indicated that its existing share repurchase program, with an authorized amount of $4.6 billion, will be discontinued until at least the first quarter of 2009 as a result of this acquisition. This suggests a prioritization of capital for the Benfield deal.

The acquisition is subject to several conditions, including obtaining necessary antitrust and regulatory approvals in the United States, United Kingdom, and Bermuda, as well as receiving approval from seventy-five percent (75%) of Benfield shareholders present and voting at a special general meeting.

The aggregate cash purchase price for the acquisition of all of Benfield Group Limited's share capital is £844 million, which equates to £3.50 per Benfield share.