Willis Group Announces Definitive Agreement with Family Shareholders and Astorg Partners to Reorganize the Capital of Gras Savoye
Partners Will Own Equal 31.8 Percent Stakes in a New Holding
Company and Have Equal Board Representation
Willis Obtains Option to Purchase 100 Percent Stake in 2015;
Existing Put Option will be Cancelled at
Net Cash Proceeds of $160 Million from Transaction to Reduce Existing Debt
NEW YORK, November 18, 2009 – Willis Group Holdings Limited (NYSE: WSH), the global insurance broker, and
the original family shareholders of Gras Savoye & Cie, the leading French insurance broker, announced today
that they have signed a definitive agreement with Astorg Partners, a private equity fund, to reorganize
the capital of Gras Savoye in a leveraged transaction.
Gras Savoye has been an Associate company of Willis since 1997 when Willis acquired a 33 percent
ownership interest. Since then, Willis has gradually increased its shareholding to 48.6 percent of voting
rights (46.2 percent of outstanding shares). The family shareholders and management currently own 51.4 percent of
the voting shares of Gras Savoye.
Under the terms of the transaction, Astorg Partners will acquire 33.3 percent of the voting rights (31.8
percent of outstanding shares) of a new holding company while Willis and the family shareholders will
sell part of their stakes in Gras Savoye to Astorg Partners and roll over their remaining
shares into the new holding company, through a combination of equity, convertible debt and seller financing.
Willis, the family shareholders of Gras Savoye, and Astorg will hold equal stakes of 31.8 percent
in the new holding company and have equal representation of 33.3 percent of the voting rights
on its Board. The remaining 4.5 percent will be held by a large pool of
Gras Savoye managers.
This transaction values Willis' existing investment in Gras Savoye at approximately $343 million. Willis will roll
over approximately $135 million in equity and convertible debt and lend approximately $48 million to the
new holding company at a rate of 6 percent per annum. Willis expects to generate
approximately $160 million of tax–free net cash proceeds from the transaction, which it will use to
pay down existing debt.
The agreement also gives Willis the option to purchase 100 percent of the capital in the new
holding company in 2015, should it choose to do so, with notification in 2014.
An existing put option, which gave family shareholders an option to sell their shares in Gras
Savoye to Willis between now and 2011, will be cancelled at the closing of the transaction.
The transaction is expected to close in the fourth quarter of 2009, subject to customary approvals
and completion of financing.
Joe Plumeri, Chairman and Chief Executive Officer, Willis Group Holdings, said: “Willis looks forward to building
on the strong and valuable relationship we have established with Gras Savoye over the past 12
years, and we remain fully committed to our partnership. This new arrangement enhances Willis' financial
flexibility, while at the same time, engaging an important new strategic partner in its Gras Savoye
Patrick Lucas, who will continue to head Gras Savoye as Chairman and CEO, said: “Our new ownership
structure will allow everyone at Gras Savoye to be connected even more closely with the success
of our business. As we pursue our strategy, we will continue to focus on serving
our clients with the highest professional standards and further strengthening our strategic partnership with Willis to
deliver the best global insurance and risk management services around the world.”
Christian Couturier, a Partner at Astorg Partners, said: “We are delighted that the family shareholders and Willis
have chosen to partner with Astorg for this new step in the development of Gras Savoye.
The leadership of Patrick Lucas, the personal investment of a large number of Gras Savoye managers
and employees, the support of Willis, as well as Astorg's track record as a proactive shareholder
in family companies, create the conditions for success in the next five years.”
Willis was advised by Close Brothers and Willis Capital Markets and Advisory; Gras Savoye was advised by
Close Brothers; and Astorg was advised by Bucephale Finance.
Financial information in this press release has been translated between Euros and US Dollars at a rate
of exchange of $1 = €0.671, the closing euro rate on November 13, 2009.
Teleconference Call and Web Cast
On Thursday, November 19, 2009, at 8:00 A.M. Eastern Time, Joe Plumeri, Chairman and Chief Executive Officer
of Willis Group Holdings Limited, will hold a live webcast and conference call to discuss today's
The press release, webcast and presentation materials will be available in the “Investor Relations” section of
the Willis website at www.willis.com. To dial in to the live teleconference, please call (866)
803–2143 (domestic) or +1 (210) 795–1098 (international), with a pass code of “Willis.” Media and
individuals will be in a listen–only mode. Participants are asked to call in a few
minutes prior to the call in order to register for the event. A replay of the
call will be available through December 19, 2009 at 10:59 PM Eastern Time, by calling (800)
754–7904 (domestic) or + 1 (203) 369–3332 (international) with no pass code, or by accessing the
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 has more than 400 offices in nearly 120 countries, with a global
team of approximately 20,000 Associates serving clients in approximately 190 countries. Additional information on Willis
may be found at www.willis.com.
About Gras Savoye
Gras Savoye is the largest insurance broker in France and the ninth largest broker in
the world. The Group has 3,650 employees, 105 offices in 36 countries with a focus on
France (with the largest regional network of insurance brokers), Europe, Africa, Middle–East and South East Asia.
It has a multi–specialist positioning allowing it to offer all kinds of tailor–made insurance products,
from property damages, liability, builder's risks or employee benefits to niche products and services (such as
political risks and sports and events). Gras Savoye delivers complete risk management, insurance brokerage and consulting
services and claims administration. It benefits from a large customer base, including multinational firms, small and
medium enterprises, financial institutions, local authorities, state–owned companies and private individuals. Additional information on Gras
Savoye may be found at www.grassavoye.com.
Astorg is an independent private equity fund management company, specializing in French mid–market buyouts with total funds
of over €1 billion under management. Astorg seeks to partner with successful and entrepreneurial management teams,
to acquire businesses – very often family–owned – with attractive growth prospects, which Astorg will support
through the provision of experienced governance and adequate capital. Astorg enjoys a distinct entrepreneurial culture, a
lean and local decision–making body enhancing its reactivity, and has a true commitment to its partnering
Although clearly a multi–sector investor, Astorg has developed solid industry expertise in healthcare (Sebia, Pasteur–Cerba, Ethypharm) and
professional services (Lowendal Group, RLD, CIS, Geoservices, Staci, Webhelp, Trescal).
Astorg has been ranked third among the world's top performing Private Equity Funds in a recent survey
published in the November 17, 2009 edition of The Wall Street Journal.
This communication may contain forward–looking information regarding Willis Group Holdings Limited, Gras Savoye and Astorg and the
combined company after the completion of the transaction that are intended to be covered by the
safe harbor for “forward–looking statements” provided by the Private Securities Litigation Reform Act of 1995. These
statements include, but are not limited to, the potential benefits of the business combination transaction, including
future financial and operating results, the parties' plans, objectives, expectations and intentions and other statements that
are not historical facts. Such statements are based on current beliefs, expectations, forecasts and assumptions of
management that are subject to risks and uncertainties which could cause actual outcomes and results to
differ materially from these statements. Other risks and uncertainties relating to the proposed transaction include, but
are not limited to, the satisfaction of conditions to closing, including the completion of financing on
the proposed terms and other customary approvals, the consummation of the transaction on the proposed terms
and schedule, the expected financial performance of Gras Savoye following the
consummation of the proposed transaction, achieving the expected synergies and other strategic benefits as a result of
the proposed transaction, general industry and market conditions, general domestic and international economic conditions and governmental
laws and regulations affecting domestic and foreign operations. 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 the section entitled “Risk Factors” included in Willis' Form 10–K for
the year ended December 31, 2008 and our Form 10–Q for the quarter ended September 30,
2009 as filed with the Securities and Exchange Commission. Copies are available online at http://www.sec.gov
or on request from Willis as set forth in Part I, Item 1 “Business–Available Information” in
Willis' Form 10–K. These forward–looking statements speak only as of the date made and the parties
will not update these forward–looking statements unless the securities laws require it. In light of these
risks, uncertainties and assumptions, the forward–looking events discussed in this document may not occur, and you
should not place undue reliance on these forward–looking statements.
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