8-KOther EventsExhibits & Filings

Aon plc 8-K Report, Corporate Update (Sep 30, 2010)

Filed September 30, 2010For Securities:AON

Summary

This 8-K filing from Aon Corporation, dated September 30, 2010, provides an update on the preliminary results of the shareholder elections for the merger consideration with Hewitt Associates. Investors are primarily interested in the breakdown of how Hewitt shareholders opted to receive their payment for the acquisition, as this can impact Aon's capital structure and future share count. The report details that a significant portion of Hewitt shareholders elected to receive Aon common stock or a mix of cash and stock, rather than solely cash. This indicates a potential for a substantial issuance of new Aon shares, which is a key factor for existing Aon shareholders to consider regarding potential dilution. The filing also outlines the process for guaranteed delivery of shares and what happens if those deadlines are not met.

Key Highlights

  • 1Aon Corporation (Aon) filed an 8-K on September 30, 2010, reporting preliminary results of Hewitt Associates' shareholder elections for the merger consideration.
  • 2The election deadline for Hewitt stockholders was September 29, 2010.
  • 3Approximately 8.61% of outstanding Hewitt shares elected to receive all cash consideration.
  • 4Approximately 46.93% of outstanding Hewitt shares elected to receive Aon common stock.
  • 5Approximately 29.96% of outstanding Hewitt shares elected to receive a mixed consideration (cash and Aon stock).
  • 6Approximately 14.50% of outstanding Hewitt shares did not make a valid election and will be deemed to have elected the mixed consideration.
  • 7The filing also details procedures and deadlines for guaranteed delivery of shares.

Frequently Asked Questions

The main purpose of this 8-K filing is to report the preliminary results of the shareholder elections regarding the form of merger consideration to be received by Hewitt Associates' stockholders in connection with Aon's acquisition of Hewitt.

The mixed consideration consists of a specific amount of cash ($25.61) and a specific number of Aon common stock shares (0.6362) per Hewitt share.

Hewitt shareholders who did not make a valid election or failed to deliver a valid election form by the deadline will be deemed to have elected to receive the mixed consideration, which is $25.61 in cash and 0.6362 shares of Aon common stock per Hewitt share.

A significant portion of Hewitt shareholders elected to receive Aon common stock or mixed consideration. This means Aon is likely to issue a substantial number of new shares to complete the acquisition, which could potentially dilute existing Aon shareholders. The exact dilution will depend on the final allocation after all conditions are met.