Willis Proposes Change in Place of Incorporation to Ireland
NEW YORK, September 21, 2009 – Willis Group Holdings Limited (NYSE: WSH), the global insurance broker,
announced today that its Board of Directors has approved changing the company’s place of incorporation
from Bermuda to Ireland. Willis’ shareholders will be asked to vote in favor of completing
the change in place of incorporation, also known as a redomestication, at a shareholders meeting
to be held in approximately three or four months. The redomestication will also be
subject to approval of the Supreme Court of Bermuda, as well as receipt of customary
consents, approvals and waivers.
If the redomestication is approved by Willis shareholders and the Supreme Court of Bermuda, it is
expected that a new Irish public limited company, Willis Group Holdings plc, would replace
Willis Group Holdings Limited as the ultimate public holding company of the Willis Group.
Joseph J. Plumeri, the company’s Chairman and CEO, said, “The Board of Directors has determined that the
company’s redomestication to Ireland is in the best interests of Willis and our shareholders. We reviewed a number of alternatives with our Board of Directors, and believe that incorporating
in Ireland will provide Willis with economic benefits and help ensure our continued global
competitiveness.”
A member of the European Union, Ireland offers a long history of international investment and
long-established commercial relationships, trade agreements and tax treaties with European Union member states, the
United States and other countries around the world where Willis does business. In addition to providing a more stable environment with the financial and legal infrastructure
to meet Willis’ needs, it also improves Willis’ ability to maintain a competitive worldwide effective
corporate tax rate. Most importantly, Willis has had ongoing operations serving a wide range of
clients in Ireland since 1903 and currently is the largest insurance broker in Ireland.
Willis does not expect the redomestication will have any material change
on its financial results and day-to-day operations and the Willis Group will continue to
conduct its current business operations after the redomestication. Willis will continue to be registered with the
U.S. Securities and Exchange Commission (SEC) and be subject to SEC reporting requirements, as
if a U.S. domestic company. Further, Willis will continue to be subject to the
mandates of the Sarbanes Oxley Act of 2002 and the applicable corporate governance rules of
the New York Stock Exchange, and will continue to report its financial results in U.S.
dollars and under U.S. generally accepted accounting principles, in addition to any reporting requirements by
Irish law. Willis’ shares will continue to trade on the New York Stock Exchange
under the ticker symbol “WSH.”
This communication is being made
in respect of the proposed redomestication. Full details of the proposed redomestication, and the associated
benefits and risks, will be provided to shareholders in the coming months in a proxy
statement with respect to a special shareholders’ meeting. Willis intends to file a preliminary
proxy statement with the SEC and mail a final proxy statement to its shareholders. This
press release is not a substitute for the proxy statement and shareholders are urged to
read the proxy statement when it becomes available because it will contain important information about
Willis and the proposed redomestication. The proxy statement will be, and any other relevant
documents filed or to be filed by Willis with the SEC are or will be,
available free of charge at the SEC’s website (www.sec.gov) and at Willis’ website (www.willis.com).
Willis and its directors and executive officers and other persons may be deemed participants in
the solicitation of proxies in connection with the proposed redomestication. Information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of
the Willis’ shareholders in connection with the redomestication will be set forth in the proxy
statement when it is filed with the SEC. You can find information about Willis’ directors
and executive officers in the definitive proxy statement filed with the SEC on March 13,
2009, and in the annual report on Form 10-K for the year ended December 31,
2008, filed with the SEC on February 27, 2009. Copies of these documents are
available free of charge at the SEC’s website (www.sec.gov) and at Willis’ website (www.willis.com).
About Willis
Willis Group Holdings Limited is a leading global insurance broker, developing and
delivering professional insurance, reinsurance, risk management, financial and human resource consulting and actuarial services
to corporations, public entities and institutions around the world. Willis is the largest insurance
broker in Ireland. Willis has more than 400 offices in nearly 120 countries, with a
global team of approximately 20,000 Associates (including approximately 300 in Ireland) serving clients in
approximately 190 countries. Additional information on Willis may be found at www.willis.com.
Forward-Looking Statements
We have included in this document “forward-looking statements” within the meaning
of Section 27A of the Securities Act of 1933, and Section 21E of the Securities
Exchange Act of 1934, which are intended to be covered by the safe harbors created
by those laws. These forward-looking statements include information about possible or assumed future results
of our operations. All statements, other than statements of historical facts, included in this document
that address activities, events or developments that we expect or anticipate may occur in the
future, including such things as business strategies, competitive strengths, goals, the benefits of new
initiatives, growth of our business and operations, plans and references to future successes are forward-looking
statements. Political, economic, climatic, currency, tax, regulatory, competitive, and other factors could cause actual
results to differ materially from those anticipated in the forward-looking statements. Also, when we
use the words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “probably”, or similar expressions,
we are making forward-looking statements.
The foregoing list of factors is not exhaustive and new factors may emerge from time to
time that could also affect actual performance and results. For additional factors see also
Part I, Item 1A “Risk Factors” included in Willis’ Form 10-K for the year ended
December 31, 2008. Copies of the 10-K are available online at www.sec.gov or on request
from the Company as set forth in Part I, Item 1 “Business-Available Information” in Willis’
Form 10-K.
Although we believe that the assumptions underlying our
forward-looking statements are reasonable, any of these assumptions, and therefore also the forward-looking statements based
on these assumptions, could themselves prove to be inaccurate. In light of the significant
uncertainties inherent in the forward-looking statements included in this document, our inclusion of this information
is not a representation or guarantee by us that our objectives and plans will be
achieved.
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