8-KMaterial AgreementsExhibits & Filings

Aon plc 8-K Report, Material Agreement (Apr 2, 2020)

Filed April 2, 2020For Securities:AON

Summary

This 8-K filing by Aon plc on April 2, 2020, primarily details the completion of Aon's "Reorganization," which involved changing the place of incorporation of its parent company from the United Kingdom to Ireland. This move was a preliminary step for Aon's previously announced business combination with Willis Towers Watson (WTW). The filing also announces that Aon plc and Aon UK entered into an Assignment Agreement. Through this agreement, Aon UK assigned all of its rights and obligations related to the Business Combination Agreement and the Expenses Reimbursement Agreement with WTW to the newly incorporated Irish parent company, Aon plc. This is a procedural step to ensure the ongoing merger activities are conducted under the new corporate structure. Investors should note that this filing is procedural and does not alter the terms or expected completion of the Aon-WTW combination, but it does advance the structural changes necessary for it.

Key Highlights

  • 1Aon plc has successfully completed its Reorganization, changing its place of incorporation from the UK to Ireland.
  • 2The Reorganization is a precursor to Aon's previously announced business combination with Willis Towers Watson (WTW).
  • 3An Assignment Agreement was executed, transferring Aon UK's rights and obligations under the WTW combination agreements to the new Irish parent company, Aon plc.
  • 4This filing clarifies the corporate structure transition essential for the ongoing WTW merger.
  • 5The Assignment Agreement ensures continuity in the WTW merger process under the new Irish corporate entity.
  • 6The document emphasizes that this is a procedural update and reiterates the importance of upcoming joint proxy statements for full merger details.
  • 7Forward-looking statements highlight various risks and uncertainties associated with the consummation of the proposed combination.

Frequently Asked Questions

The main purpose of this filing is to announce the completion of Aon's corporate Reorganization, moving its parent company's place of incorporation from the UK to Ireland, and to formalize the assignment of material agreements related to the Willis Towers Watson (WTW) merger to the new Irish entity.

This filing is a procedural step that facilitates the ongoing merger with WTW. By completing the Reorganization and assigning the relevant agreements, Aon is ensuring the legal and structural framework is in place for the merger to proceed under the new Irish corporate structure.

The Assignment Agreement is crucial because it transfers Aon UK's rights and obligations under the Business Combination Agreement and Expenses Reimbursement Agreement with WTW to the newly established Irish parent company, Aon plc. This ensures that the new legal entity is bound by the terms of the merger agreements.

No, this filing does not introduce new financial details or alter the terms of the proposed merger with WTW. It is primarily focused on corporate restructuring and the assignment of agreements. Investors will find more comprehensive information regarding the merger in upcoming joint proxy statements.