8-KOther Events

Aon plc 8-K Report, Corporate Update (Jan 26, 2012)

Filed January 26, 2012For Securities:AON

Summary

Aon Corporation (AON) filed an 8-K on January 26, 2012, to announce the establishment of the date for a special meeting of its stockholders. This meeting, scheduled for March 16, 2012, is crucial for stockholders to vote on the previously announced Agreement and Plan of Merger and Reorganization. The proposed transaction involves a merger where Aon Corporation will survive as a wholly-owned subsidiary, and its parent entity will become Aon UK, a newly-formed public limited company registered under English law. Investors should pay close attention to this strategic corporate restructuring, which will result in Aon's stockholders holding shares in an English-domiciled public limited company. The filing details the record date for voting (February 6, 2012) and provides information on where to access additional documents, including a preliminary proxy statement/prospectus filed with the SEC. This reorganization marks a significant shift in Aon's corporate domicile.

Key Highlights

  • 1Aon Corporation announced a special stockholder meeting for March 16, 2012, to vote on a proposed merger and reorganization.
  • 2The merger involves Aon Corporation becoming a subsidiary of a newly-formed English public limited company, Aon plc (Aon UK).
  • 3Stockholders will vote on the Agreement and Plan of Merger and Reorganization dated January 12, 2012.
  • 4The company has set February 6, 2012, as the record date for stockholders eligible to vote at the special meeting.
  • 5Additional materials, including a preliminary proxy statement/prospectus, have been filed with the SEC for this transaction.
  • 6The reorganization aims to change Aon's corporate domicile from Delaware to the United Kingdom.

Frequently Asked Questions

The special stockholder meeting, scheduled for March 16, 2012, is to vote on a proposed merger and reorganization. This transaction will ultimately result in Aon's corporate domicile changing to the United Kingdom, with Aon Corporation becoming a subsidiary of a new English public limited company named Aon plc.

Stockholders of record as of the close of business on February 6, 2012, are entitled to notice of and to vote at the special meeting.

Investors and stockholders can find more detailed information in documents filed with the SEC, including a registration statement on Form S-4 that contains a preliminary proxy statement/prospectus. These documents are available on the SEC's website (www.sec.gov) and Aon's investor relations website (www.aon.com).

The proposed reorganization will result in Aon's current stockholders holding Class A Ordinary Shares in the newly-formed public limited company organized under English law (Aon plc). The original Aon Corporation will continue to operate but as a subsidiary of this new UK-based entity.